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 2024
Commission
File Number: 001-33768
AIX
INC.
60/F,
Pearl River Tower
No.15 West Zhujiang Road
Tianhe District, Guangzhou 510623
People’s Republic of China
(Address of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
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.
|
AIX Inc. |
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By: |
/s/
Yinan Hu |
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Name: |
Yinan
Hu |
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Title: |
Chief Executive Officer |
Date:
November 29, 2024
Exhibit
Index
Exhibit
No. |
|
Description. |
Exhibit 99.1 |
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Press Release |
Exhibit 99.2 |
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Transaction Agreement dated as of November 27, 2024, entered and made among BGM Group Ltd, CISG Holding Ltd, Patriton Limited, GM Management Company Limited, DuXiaoBao Intelligent Technology (Shenzhen) Co., Ltd., RONS Intelligent Technology (Beijing) Co., Ltd., Shenzhen Xinbao Investment Management Co., Ltd., Fanhua RONS Insurance Sales & Service Co., Ltd. and Shenzhen Baowang E-commerce Co., Ltd. |
2
Exhibit 99.1
| | IR-407 |
AIX and BGM Group Forge Strategic Deal, Leading
Healthcare, Pharma, and Insurance Industry Expansion with AI
GUANGZHOU, China, November 29, 2024 (GLOBE NEWSWIRE)
-- AIX Inc. (Nasdaq: AIFU) (the “Company” or “AIX”), a leading independent technology-driven financial services
provider in China, today announced that it has entered into a strategic transaction agreement (the “Agreement”) with BGM Group
Ltd. (Nasdaq:BGM) (“BGM”), a leading global provider of premium pharmaceutical products and services. Pursuant to the Agreement,
AIX agreed to transfer the equity interests of its intelligent platform consisting of RONS Intelligent Technology (Beijing) Co., Ltd.
(“RONS Technology”) and Shenzhen Xinbao Investment Management Co., Ltd. (“Xinbao Investment”), valued at approximately
US$140.0 million, to BGM in exchange for 69,995,661 of BGM’s Class A ordinary shares, at a consideration valuation of US$2.00 per
share.
The transaction is expected to close by the end
of 2024, subject to certain closing conditions. Upon completion of the transaction, AIX will hold approximately 72.0% of BGM’s equity
interests and approximately 3.4% of its voting power while BGM will gain full control of RONS Technology and Xinbao Investment.
The Company anticipates that RONS Technology and
Xinbao Investment will both gain broader development opportunities through this transaction. BGM’s extensive resources in the healthcare
sector will create more application scenarios for both parties’ products and services, further unlocking their growth potential. AIX,
through its shareholding in BGM, will indirectly participate in the value creation of RONS Technology and Xinbao Investment, ensuring
that its shareholders can continue to benefit from their future value growth.
Additionally, this transaction will accelerate
AIX’s strategic expansion into the pharmaceutical and healthcare sector. This will enable the Company to fully capitalize on the
opportunities brought by the aging population and the silver economy in China, injecting new momentum into the company’s future
growth.
Mr. Yinan Hu, Chief Executive Officer of AIX,
commented: “AI-driven innovation is the future of the insurance industry. Our platform has already shown tremendous potential within
the insurance sector, but achieving broader growth requires a more open perspective and stronger ecosystem support. We believe this partnership
with BGM will allow our intelligent platform to reach a broader user base and unleashes the potential of AI technologies beyond insurance.
| | IR-407 |
“This collaboration represents an important
milestone in our strategic transformation. BGM, as a leading global player in the pharmaceutical industry, brings deep expertise, an international
perspective, and a solid industry position, all of which will help fuel the development of our intelligent platform in the pharmaceutical
and healthcare sectors. With this partnership, we will be able to expand our intelligent capabilities from insurance to the pharmaceutical
and healthcare industries to seize opportunities in the silver economy, and foster higher-quality development.
“We will continue to be a key user of the
intelligent platform and actively invest resources to unlock its technological potential. We firmly believe that this partnership will
unlock immense opportunities for both AIX and our intelligent platform while delivering greater long-term value to our clients, partners
and shareholders.”
Mr. Chen Xin, Chief Executive Officer of BGM,
stated, “We are deeply impressed by AIX’s achievements in digitalization and intelligent transformation. Their expertise and
technological advancements offer valuable insights for advancing our intelligent transformation in the healthcare and pharmaceutical sectors.
We believe that this partnership will not only strengthen our technological competitiveness but also accelerate our strategic positioning,
enabling us to provide more efficient and intelligent solutions to the global market. I look forward to a mutually beneficial collaboration
that will shape the future of both parties.”
BGM operates through its subsidiary Gansu Qilianshan
Pharmaceutical Co., Ltd. and its affiliates. Since its inception in 1969, BGM has evolved into a leading provider of premium products
and services within the global pharmaceutical industry, skillfully harnessing over 50 years of cutting-edge biotechnological production
expertise in bio-fermentation, bio-extraction, and pharmaceutical formulation. BGM has established a strong position in the international
pharmaceutical industry through extensive pharmaceutical experience, innovative technique, and expansion into global markets.
Founded in 2009, RONS Technology, a wholly-owned
subsidiary of AIX, specializes in developing digital and intelligent technologies for the financial and insurance industries. RONS Technology
boasts extensive experience in insurtech, having introduced disruptive innovations through its RONS Open Platform and flagship product
Du Xiaobao. RONS Technology has steadily built a strong presence within the insurtech landscape, offering substantial growth potential
and development opportunities.
Established in 2004, Xinbao Investment, an affiliate
under AIX’s control, has developed a professional integrated online and offline insurance trading and service platform known as
“Baowang”. Baowang provides comprehensive risk protection solutions for individuals, families, and small to medium-sized enterprises
through the integration of technology, products, and services. The platform currently offers over 300 flagship products from more than
30 insurance companies, addressing various protection needs such as critical illness, term life, accident, health, travel, and corporate
insurance.
| | IR-407 |
About AIX Inc.
AIX, established in 1998, is a leading intelligent
technology-driven independent financial services provider in China. It provides 400 million middle-class families with insurance protection,
wealth management, and value-added services and provides independent financial advisors and various insurance/financial sales organizations
with technical support and comprehensive solutions. Through AI-driven insights and cutting-edge digital tools, AIX has successfully established
itself as a leader in intelligent transformation within the financial services industry.
Forward-looking Statements
This press release contains statements of a forward-looking
nature. These statements, including the statements relating to the Company’s future financial and operating results, are made under
the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking
statements by terminology such as “will”, “expects”, “believes”, “anticipates”, “intends”,
“estimates” and similar statements. These forward-looking statements involve known and unknown risks and uncertainties and
are based on current expectations, assumptions, estimates and projections about AIX Inc. and the industry. Potential risks and uncertainties
include, but are not limited to, those relating to its ability to attract and retain productive agents, especially entrepreneurial agents,
its ability to maintain existing and develop new business relationships with insurance companies, its ability to execute its growth strategy,
its ability to adapt to the evolving regulatory environment in the Chinese insurance industry, its ability to compete effectively against
its competitors, quarterly variations in its operating results caused by factors beyond its control including macroeconomic conditions
in China. Except as otherwise indicated, all information provided in this press release speaks as of the date hereof, and AIX Inc. undertakes
no obligation to update any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations,
except as may be required by law. Although AIX Inc. believes that the expectations expressed in these forward-looking statements are reasonable,
it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially
from the anticipated results. Further information regarding risks and uncertainties faced by AIX Inc. is included in AIX Inc.’s
filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F.
For more information, please contact:
AIX Inc.
Investor Relations
Tel: +86 (20) 8388-3191
Email: ir@aifugroup.com
3
Exhibit 99.2
TRANSACTION AGREEMENT
BY AND AMONG
BGM GROUP LTD,
CISG HOLDING LTD,
PATRITION LIMITED,
GM MANAGEMENT COMPANY LIMITED,
DUXIAOBAO INTELLIGENT TECHNOLOGY (SHENZHEN) CO.,
LTD
(度晓保智能科技(深圳)有限公司)
RONS INTELLIGENT TECHNOLOGY (BEIJING) CO., LTD.
(榕数智能科技(北京)有限公司),
AND
THE OTHER PARTIES NAMED HEREIN
DATED AS OF November 27, 2024
TABLE OF CONTENTS
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Page |
RECITALS |
1 |
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Article 1 Definitions and Interpretation |
2 |
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Section 1.1. |
Definitions. |
2 |
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Section 1.2. |
Interpretation. |
7 |
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Article 2 Share Exchange |
8 |
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Section 2.1. |
Share Exchange. |
8 |
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Section 2.2. |
Closing. |
8 |
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Article 3 Representations and Warranties of the Buyer |
10 |
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Section 3.1. |
Accuracy of Disclosure. |
10 |
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Section 3.2. |
Existence and Power. |
10 |
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Section 3.3. |
Authorization; Due Execution. |
10 |
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Section 3.4. |
No Conflicts. |
11 |
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Section 3.5. |
Capitalization. |
11 |
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Section 3.6. |
Subsidiaries. |
12 |
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Section 3.7. |
Compliance with Laws. |
12 |
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Section 3.8. |
Governmental Approvals. |
12 |
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Section 3.9. |
Financial Matters. |
12 |
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Section 3.10. |
Operations. |
13 |
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Section 3.11. |
Absence of Certain Changes. |
13 |
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Section 3.12. |
Litigation. |
13 |
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Section 3.13. |
Bankruptcy. |
13 |
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Section 3.14. |
Brokers’ Fees. |
13 |
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Section 3.15. |
No Buyer Material Adverse Effect. |
14 |
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Section 3.16. |
Independent Investigation. |
14 |
Article 4 Representations and Warranties of the Seller |
14 |
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Section 4.1. |
Accuracy of Disclosure. |
14 |
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Section 4.2. |
Existence and Power. |
14 |
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Section 4.3. |
Authorization; Due Execution. |
15 |
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Section 4.4. |
No Conflicts. |
15 |
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Section 4.5. |
Capitalization. |
15 |
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Section 4.6. |
Subsidiaries. |
16 |
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Section 4.7. |
Compliance with Laws. |
16 |
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Section 4.8. |
Governmental Approvals. |
16 |
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Section 4.9. |
Financial Matters. |
16 |
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Section 4.10. |
Operations. |
17 |
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Section 4.11. |
Absence of Certain Changes. |
17 |
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Section 4.12. |
Litigation. |
17 |
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Section 4.13. |
Bankruptcy. |
17 |
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Section 4.14. |
Brokers’ Fees. |
17 |
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Section 4.15. |
No Target Co. Material Adverse Effect. |
17 |
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Section 4.16. |
Independent Investigation. |
18 |
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Article 5 Conditions |
18 |
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Section 5.1. |
Conditions to the Obligation of the Seller and the Buyer to Consummate Closing. |
18 |
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Section 5.2. |
Other Conditions to the Obligation of the Seller to Consummate the Closing. |
18 |
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Section 5.3. |
Other Conditions to the Obligation of the Buyer to Consummate the Closing. |
19 |
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Article 6 Covenants |
20 |
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Section 6.1. |
Conduct of Business Pending the Closing. |
20 |
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Section 6.2. |
Notification. |
20 |
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Section 6.3. |
Required Consents; Communications with Governmental Authorities. |
21 |
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Section 6.4. |
Confidentiality. |
22 |
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Section 6.5. |
Further Assurances. |
22 |
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Section 6.6. |
Public Announcements. |
22 |
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Section 6.7. |
Tax. |
23 |
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Section 6.8. |
Non-Competition. |
23 |
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Section 6.9. |
Performance. |
23 |
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Section 6.10. |
Lock-Up. |
24 |
Article 7 Indemnification |
24 |
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Section 7.1. |
Survival. |
24 |
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Section 7.2. |
Indemnification by the Buyer. |
25 |
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Section 7.3. |
Limits on Indemnification by the Buyer. |
25 |
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Section 7.4. |
Indemnification by the Seller. |
26 |
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Section 7.5. |
Limits on Indemnification by the Seller. |
26 |
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Section 7.6. |
Mitigation. |
27 |
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Section 7.7. |
Sole Remedy; Specific Performance. |
27 |
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Section 7.8. |
Third Party Claims. |
27 |
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Article 8 Termination |
28 |
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Section 8.1. |
Termination Rights. |
28 |
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Section 8.2. |
Effects. |
28 |
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Article 9 Miscellaneous |
29 |
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Section 9.1. |
Entire Agreement. |
29 |
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Section 9.2. |
Notices. |
29 |
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Section 9.3. |
Amendment; Waiver. |
30 |
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Section 9.4. |
Severability. |
31 |
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Section 9.5. |
Non-assignment. |
31 |
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Section 9.6. |
Governing Law. |
31 |
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Section 9.7. |
Dispute Resolution. |
31 |
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Section 9.8. |
Performance Pending Dispute Resolution. |
32 |
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Section 9.9. |
Specific Performance. |
32 |
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Section 9.10. |
Counterparts. |
32 |
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Section 9.11. |
Third-Party Beneficiaries. |
32 |
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Section 9.12. |
Expenses. |
32 |
EXHIBIT
A INSTRUMENT OF TRANSFER
EXHIBIT
B EQUITY TRANSFER AGREEMENT
TRANSACTION AGREEMENT
This TRANSACTION AGREEMENT (as may be amended,
restated, supplemented or varied in accordance with the terms herein, this “Agreement”) is entered into and effective
as of November 27, 2024, by and among:
| (1) | BGM Group Ltd, an exempted company with limited liability duly incorporated under the laws of the Cayman Islands (the “Buyer”); |
| (2) | CISG Holding Ltd, a business company duly incorporated under the laws of the British Virgin Islands (the “Seller”); |
| (3) | Patriton Limited, a business company duly incorporated under the laws of the British Virgin Islands (“Target Co.”); |
| (4) | GM Management Company Limited, a company duly incorporated under the laws of Hong Kong (the “HK Co.”); |
| (5) | DuXiaoBao Intelligent Technology (Shenzhen) Co., Ltd. (度晓保智能科技(深圳)有限公司),
a limited liability company duly incorporated under the laws of the PRC (the “WFOE”) to set up; |
| (6) | RONS Intelligent Technology (Beijing) Co., Ltd. (榕数智能科技(北京)有限公司),
a limited liability company duly incorporated under the laws of the PRC (“RONS Intelligent”); |
| (7) | Shenzhen Xinbao Investment Management Co., Ltd. (深圳市新保投资管理有限公司),
a limited liability company duly incorporated under the laws of the PRC (“Shenzhen Xinbao”); |
| (8) | Fanhua RONS Insurance Sales & Service Co., Ltd. (泛华榕数保险销售服务有限公司),
a limited liability company duly incorporated under the laws of the PRC (“RONS Sales”); and |
| (9) | Shenzhen Baowang E-commerce Co., Ltd. (深圳市保网电子商务有限公司),
a limited liability company duly incorporated under the laws of the PRC (“Shenzhen Baowang”). |
Each of the parties to this Agreement is referred
to herein individually as a “Party” and collectively as the “Parties”.
RECITALS
WHEREAS, as of the date of this Agreement,
the Seller owns 50,000 ordinary shares of Target Co. with par value of US$1.0 per share (such shares, the “Sale Shares”),
which constitute all of the issued and outstanding equity securities of Target Co..
WHEREAS, the Seller and the other relevant
parties intends to conduct a series of restructuring and reorganization arrangements (collectively, the “Reorganization”),
such that, after the completion of the Reorganization and immediately prior the Closing, each of RONS Intelligent, Shenzhen Xinbao, RONS
Sales and Shenzhen Baowang shall be the wholly Subsidiary of Target Co.
WHEREAS, the Seller
desires to sell, transfer and deliver all of the Sale Shares to the Buyer, and the Buyer desires to issue 69,995,661 Buyer Shares (as
defined below) (the number of such Buy Shares shall be the result of dividing (x) the US$ amount equivalent of RMB1,000,000,000 (the exchange
rate of RMB against US$ shall be the central parity rate as published by China Foreign Exchange Trading Center and authorized by the People’s
Bank of China on date of November 8, 2024, i.e., US$1.0 against RMB7.1433) by (y) the purchase price per share of US$2.0, as appropriately
adjusted for any share split, consolidation, subdivision, reclassification, recapitalization or similar arrangement, if any) (such shares,
the “Consideration Shares”) in exchange for the Sale Shares, pursuant to the terms and subject to the conditions set
forth in this Agreement.
WHEREAS, the Parties
desire to make certain representations, warranties, covenants and agreements in connection with this Agreement and the transactions contemplated
hereby and to prescribe certain conditions with respect to the consummation of the transactions contemplated by this Agreement.
NOW THEREFORE, in consideration
of the premises set forth above and the Parties’ respective representations, warranties, covenants and agreements contained in this
Agreement, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
agree as follows:
Article
1
Definitions and Interpretation
Section 1.1. Definitions.
For the purposes of this Agreement,
in addition to the words and expressions defined elsewhere in this Agreement, the following terms shall have the following meanings:
“Affiliate”
means, (a) with respect to any Person that is a natural person, (i) any other Person that is directly or indirectly Controlled by such
Person, (ii) such Person’s spouse, lineal descendant (whether natural or adopted), brother, sister, or parent, and/or (iii) any
estate, trust or partnership that is established by or for the benefit of such Person or any Person described in (ii), in each case, that
is directly or indirectly Controlled by such Person, and (b) with respect to any Person that is not a natural person, any other Person
that is directly or indirectly Controlling, Controlled by or under common Control with such Person. For the avoidance of doubt, any Buyer
Group Company shall not be deemed to be an Affiliate of any Target Co. Group Company, and any Target Co. Group Company shall not be deemed
to be an Affiliate of any Buyer Group Company.
“Applicable Law”
means any transnational, foreign or domestic federal, provincial, state or local law, statute, ordinance, treaty, constitution, regulation,
rule, code, Order, authoritative interpretation or other requirement or rule of law, including common law, as may be applicable.
“Approvals”
means any license, consent, authorization, order, confirmation, qualification, permission, certificate, approval, authorization, record-filing,
registration, permit, waiver and/or exemption.
“Business Day”
means a day, other than Saturday, Sunday or any other day on which commercial banks in Hong Kong, the PRC, the British Virgin Islands,
are authorized or required by Applicable Laws to close.
“Buyer Group Companies” means
the Buyer and its Subsidiaries from time to time, and each a “Buyer Group Company”.
“Buyer Material Adverse
Effect” means any event, circumstance, development, change or effect that, individually or in the aggregate, has or would reasonably
be expected to have a material adverse effect on (a) the business, properties, assets, Liabilities, operations, results of operations
or financial condition of the Buyer Group Companies, taken as a whole, or (b) the authority or ability of the Buyer to perform its obligations
under this Agreement or any of the Transaction Agreements; provided, however, that for purposes of clause (a) above, in
no event shall any of the following exceptions, alone or in combination with the other enumerated exceptions below, be deemed to constitute,
a Buyer Material Adverse Effect: (i) any effect resulting from compliance with the terms and conditions of, or from the announcement of
the transactions contemplated by this Agreement and/or any Transaction Agreement, (ii) any effect that results from changes affecting
the industries in which the Buyer or the Buyer Group Companies operate generally, (iii) any effect that results from changes affecting
general worldwide economic conditions, provided that any such changes in (ii) and (iii) do not disproportionately affect the Buyer
Group Companies, taken as a whole, in any material respect relative to other similarly situated participants in the industry in which
they operate, with comparable business volume and similar development stage, (iv) any pandemic, earthquake, typhoon, tornado or other
natural disaster or similar force majeure event, or (v) any failure to meet any internal or public projections, forecasts or guidance,
provided that the underlying causes that lead to any failure to meet any internal or public projections, forecasts or guidance
as set forth in (v) are not included under this clause (v).
“Buyer Public Reports” means
the annual reports of the Buyer for the financial years ended September 30, 2022 and 2023 , and the financial reports of the Buyer for
October 1, 2023, to March 31, 2024, respectively, as publicly filed by the Buyer with SEC.
“Buyer Shares” means the class
A ordinary shares of BGM Group Ltd, par value US$0.00833335 per share (or of such other securities as shall result from a subdivision,
consolidation, re-classification or re-construction of such shares from time to time)
“Target Co. Group
Companies” means Target Co. and its Subsidiaries from time to time, for the avoidance of doubt, after the completion of the
Reorganization and immediately prior the Closing, including RONS Intelligent, Shenzhen Xinbao, RONS Sales and Shenzhen Baowang, and each
a “Target Co. Group Company”.
“Target Co. Material
Adverse Effect” means any event, circumstance, development, change or effect that, individually or in the aggregate, has or
would reasonably be expected to have a material adverse effect on (a) the business, properties, assets, Liabilities, operations, results
of operations or financial condition of the Target Co. Group Companies, taken as a whole, or (b) the authority or ability of Target Co.
to perform its obligations under this Agreement or any of the Transaction Agreements; provided, however, that for purposes
of clause (a) above, in no event shall any of the following exceptions, alone or in combination with the other enumerated exceptions below,
be deemed to constitute, a Target Co. Material Adverse Effect: (i) any effect resulting from compliance with the terms and conditions
of, or from the announcement of the transactions contemplated by this Agreement and/or any Transaction Agreement, (ii) any effect that
results from changes affecting the industries in which Target Co. or the Target Co. Group Companies operate generally, (iii) any effect
that results from changes affecting general worldwide economic conditions, provided that any such changes in (ii) and (iii) do
not disproportionately affect the Target Co. Group Companies, taken as a whole, in any material respect relative to other similarly situated
participants in the industry, in which they operate with comparable business volume and similar development stage, (iv) any pandemic,
earthquake, typhoon, tornado or other natural disaster or similar force majeure event, or (v) any failure to meet any internal or public
projections, forecasts or guidance, provided that the underlying causes that lead to any failure to meet any internal or public
projections, forecasts or guidance as set forth in (v) are not included under this clause (v).
“Control”
means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise. The terms “Controlled by”, “Controlled”
and “Controlling” shall have correlative meanings.
“CSRC Filing”
means the filing (including any amendments, supplements and/or modifications thereof) in relation to the issuance, allotment and delivery
of the Consideration Shares and any Transactions and any relevant supporting materials (including the PRC legal opinion to be issued by
the counsel for the Buyer on the PRC laws, where applicable) with the CSRC pursuant to the applicable requirements under the Trial Administrative
Measures of Overseas Securities Offering and Listing by Domestic Companies (境内企业境外发行证券和上市管理试行办法)
and supporting guidelines issued by the CSRC on 17 February 2023 (as amended, supplemented or otherwise modified from time to time).
“CSRC”
means the China Securities Regulatory Commission.
“Fundamental Buyer
Representations” means the representations and warranties by Buyer in Section 3.2, Section 3.3, Section 3.4, Section 3.5, Section
3.7(b), Section 3.13, and Section 3.15.
“Fundamental Seller
Representations” means the representations and warranties by the Seller in Section 4.2, Section 4.3, Section 4.4, Section 4.5,
Section 4.13 and Section 4.15.
“Governmental Authority”
means any international, transnational, national, domestic or foreign, federal, state, prefecture, regional or local government, department,
division or subdivision, governmental, regulatory or administrative agency, administration, board, authority, commission, instrumentality
or other body, self-regulatory organization or any court, tribunal or other judicial or arbitral body, or any governing body of a stock
exchange.
“Hong Kong”
means the Hong Kong Special Administrative Region of the PRC.
“Indemnifying Party”
means the Buyer pursuant to Section 7.2, and the Seller pursuant to Section 7.4, as the case may be.
“Intellectual Property”
means any intellectual property or similar proprietary rights, including all trademarks, service marks, business or trade names, trading
goodwill, Internet domain names, social media identifiers or accounts, designs (whether registered or unregistered), patents, copyrights,
database rights, confidential information, trade secrets, know-how and all registrations and applications for registration of any of the
foregoing.
“Knowledge”
shall mean, with respect to any Person, the actual knowledge of such Person, and that knowledge which should have been acquired by such
Person after making such due inquiry and exercising such due diligence as a prudent business person would have made or exercised in the
management of his or her business affairs.
“Liability”
means any liability or obligation of any kind or description, whether accrued, contingent, absolute, determined, determinable, known,
unknown or otherwise, and whether presently in existence as of the date of this Agreement or arising hereafter.
“Lien”
means any charge, debenture, lien, mortgage, security interest, pledge deposit, encumbrance, assignment, hypothecation, title retention,
right of pre-emption, assignment, deed of trust, other security agreement or arrangement or other type of preferential arrangement having
similar effect, any voting proxy, power of attorney, voting trust arrangement, interest, exclusive license of Intellectual Property, right
of first refusal or any adverse claim as to title, possession or use and all other rights or interests exercisable by, or claims by, third
parties, irrespective of whether such Lien arises under any agreement or other instrument, operation of law or by means of a judgment,
order or decree of any Governmental Authority.
“Long Stop Date”
means the six (6) -month anniversary of the date of this Agreement or other date that is agreed upon in writing by the Seller and the
Buyer after the initial six (6)-month anniversary.
“NASDAQ” means the Nasdaq Capital
Market.
“Order”
means any order, writ, judgment, injunction, decree, stipulation, ruling, decision, verdict, determination or award made, issued or entered
by or with any Governmental Authority.
“Organizational Documents”
means, with respect to any Person (other than an individual), (a) the memorandum, certificate of incorporation, articles of association
or any other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) the
by-laws, voting agreements and similar documents, instruments or agreements relating to the organization or governance of such Person,
in each case, as amended, supplemented or restated from time to time.
“Person”
means any individual, partnership, corporation, company, limited liability company, firm, association, joint-stock company, trust, joint
venture, unincorporated organization, institution, trust or agency, Governmental Authority or other entity of any kind, whether or not
having a separate legal personality.
“PRC” means
the People’s Republic of China, excluding, for purposes of this Agreement, Hong Kong, Taiwan and Macau Special Administrative Region
of the PRC.
“Proceeding”
means any claim, demand, suit, litigation, arbitration, proceeding, audit or investigation brought by or before any Governmental Authority.
“SAMR”
means the State Administration for Market Regulation of the PRC and its local branches.
“SEC Documents”
means, collectively, all statements, reports, schedules, forms and other documents required to be filed or furnished by the Buyer or the
Seller (as the case may be) to or with the SEC pursuant to the listing rules and regulations from time to time, together with all exhibits
included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein.
“SEC” means
the U.S. Securities and Exchange Commission.
“Securities Act”
means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Share Transfer”
means the share transfer transaction under the Equity Transfer Agreement (as defined in the Equity Transfer Agreement as “本次股权转让”)
(i.e., the shareholder of RONS Intelligent transfer 100% equity interests of RONS Intelligent (representing registered capital of RMB
20,000,000 of RONS Intelligent) to the transferee designated by the Buyer pursuant to the terms and conditions under the Equity Transfer
Agreement).
“Subsidiary”
of a Person means any other Person that is Controlled by the first-mentioned Person.
“Tax Return”
means any return, declaration, report, claim for refund, information return or statement or other document required to be filed with respect
to tax, including any schedule or attachment thereto, and including any amendment thereof.
“Transaction Documents”
means this Agreement, any instrument of transfer substantially in the form of Exhibit A, the equity transfer agreement (股权转让协议)
substantially in the form of Exhibit B (such agreement, the “Equity Transfer Agreement”), and any other agreement,
document or instrument entered into or delivered in connection with the transactions contemplated hereby or thereby.
“US$” or “$”
or “USD” means the United States dollar, the lawful currency of the United States.
“¥” or “RMB”
means the renminbi, the lawful currency of the PRC.
Section 1.2. Interpretation.
This Agreement shall be construed
according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party
shall not be employed in interpreting this Agreement. For the purposes of this Agreement, the words “hereof”, “herein”
and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction
or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of
this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in
and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise
defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the
plural, and any plural term the singular. Whenever the words “include”, “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are
in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing,
typing and other means of reproducing words (including email and other electronic media) in a visible form. References to any agreement
or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof
and thereof. References to any law include all rules and regulations promulgated thereunder and as amended, modified or supplemented from
time to time. References to any Person include the successors and permitted assigns of that Person. References from or through any date
mean, unless otherwise specified, from and including or through and including, respectively, and any time of day is a reference to China
Standard Time (unless otherwise specified), and if the date on or by which something must be done is not a Business Day, that thing must
be done on or by the Business Day immediately following such day.
Article
2
Share Exchange
Section 2.1. Share Exchange.
Subject to the terms and
conditions hereof, the Seller agree to sell, transfer and deliver to the Buyer, at the Closing, all of the Sale Shares, free and clear
of all Liens and together with all rights attached or accruing to them at the Closing Date (as defined below), and the Buyer agrees to
issue to the Seller, at the Closing, all of the Consideration Shares free and clear of all Liens and together with all rights attached
or accruing to them at the Closing Date (such transaction, the “Share Exchange”).
Section 2.2. Closing.
(a) The
closing of the Share Exchange (the “Closing”, and the date on which the Closing occurs, the “Closing Date”)
shall take place via the remote exchange of documents and signatures on a date as soon as possible but in any event no later than the
fifth (5th) Business Day after the satisfaction or valid waiver by the relevant Party of each of the conditions set forth in Section 5.1,
Section 5.2 and Section 5.3 (except for the conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction
or waiver of those conditions at the Closing), or at such other time and place as collectively agreed by the Buyer and the Seller.
(b) Notwithstanding
the foregoing, the Closing of the Share Exchange and the closing of the Share Transfer (as defined in the Equity Transfer Agreement as
“交割”) shall occur concurrently.
(c) At
the Closing, the Buyer shall deliver or cause to be delivered to the Seller:
(i) all
of the Consideration Shares and the scanned copy of share certificate(s) representing the Consideration Shares, duly executed on behalf
of the Buyer and registered in the name of the Seller, the original copy of which shall be delivered to the Seller within five (5) Business
Days following the Closing Date;
(ii) a
certified true copy of an excerpt of the register of members of the Buyer, reflecting the Seller’s ownership of the Consideration
Shares;
(iii) a
scanned copy of the board of directors’ resolutions of the Buyer, approving and consenting to, among other things, the execution,
delivery and performance of this Agreement and any other Transaction Document to which the Buyer is a party, and the transactions contemplated
hereby and thereby;
(iv) a
receipt issued by the CSRC or other proof reasonably satisfactory to the Seller, which shall evidence that, the CSRC Filling have been
duly submitted by the Buyer and accepted by the CSRC on the Closing Date; and
(v) a
certificate executed by a duly authorized officer of the Buyer, certifying to the fulfillment of the conditions specified in Section 5.1
and Section 5.2;
(vi) to
the extent not previously delivered, such documents, instruments and items required to be delivered in connection with the fulfillment
of the conditions specified in Section 5.1 and Section 5.2.
(d) At
the Closing, the Seller shall deliver or cause to be delivered to the Buyer:
(i) all
of the Sale Shares, and the scanned copy of share certificate(s) representing the Sale Shares, duly executed on behalf of Target Co. and
registered in the name of the Buyer, the original copy of which shall be delivered to the Buyer within five (5) Business Days following
the Closing Date;
(ii) a
certified true copy of the register of members of Target Co., reflecting the Buyer’s ownership of the Sale Shares;
(iii) a
scanned copy of the resignation letters duly executed by such director(s) of Target Co. nominated by the Seller, the original copy of
which shall be delivered to Target Co.’s registered agent within five (5) Business Days following the Closing Date;
(iv) a
scanned copy of the instrument of transfer evidencing the transfer of the Sale Shares to the Buyer, substantially in the form of Exhibit
A, duly executed by the Seller, the original copy of which shall be delivered to Target Co.’s registered agent within five (5)
Business Days following the Closing Date;
(v) a
scanned copy of the directors’ resolutions of the Seller, approving and consenting to, among other things, the execution, delivery
and performance of this Agreement and any other Transaction Document to which the Seller is a party, and the transactions contemplated
hereby and thereby;
(vi) a
certificate executed by a duly authorized officer of the Seller, certifying to the fulfillment of the conditions specified in Section
5.1 and Section 5.3; and
(vii) to
the extent not previously delivered, such documents, instruments and items required to be delivered in connection with the fulfillment
of the conditions specified in Section 5.1 and Section 5.3.
(e) At
the Closing, the Seller shall, and shall cause the relevant Target Co. Group Companies to, deliver (or cause to be delivered) to the Buyer
(i) all chops and seals of the Target Co. Group Companies, including all company chops, financial chops, contract chops and other chops
and seals (if any), (ii) all books, accounts records, tax files, tax reports and any other similar documents of the Target Co. Group Companies,
(iii) all documents necessary to change the bank mandates of the Target Co. Group Companies in such manner as the Buyer requires and all
online banking u-keys of the Target Co. Group Companies, and (iv) all licenses, Permits, physical assets and contracts of the Target Co.
Group Companies.
Article
3
Representations and Warranties of the Buyer
The Buyer hereby represents
and warrants, as of the date hereof and as of the Closing Date, that each of the following statements is true and correct:
Section 3.1. Accuracy
of Disclosure.
The Buyer has filed or furnished,
as applicable, on a timely basis, all the SEC Documents. As of their respective effective dates (in the case of the SEC Documents that
are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in
the case of all other SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment:
(a) each of the SEC Documents complied in all material respects with the applicable requirements of the listing and corporate governance
rules and regulations, and (b) none of the SEC Documents 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 material statements therein, in the light of the circumstances under
which they were made, not misleading.
Section 3.2. Existence and Power.
The Buyer is an entity duly
organized or incorporated, validly existing and in good standing (to the extent such concept is applicable) under the laws of its jurisdiction
of organization or incorporation and has full right, power and authority to execute and deliver this Agreement and each other Transaction
Document to which it is or will be a party, to perform fully its obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. The Buyer has the requisite corporate power and authorization to own, lease and operate its properties
and to carry on its business as now being conducted, except which have not had and would not constitute a Buyer Material Adverse Effect.
Section 3.3. Authorization; Due Execution.
The execution, delivery and
performance by the Buyer of this Agreement and each other Transaction Document to which it is or will be a party and the consummation
of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Buyer. The Buyer
has duly executed and delivered this Agreement and each other Transaction Document to which it is a party, and this Agreement and each
such other Transaction Document constitutes a legal, valid and binding obligation of the Buyer enforceable against it in accordance with
its terms.
Section 3.4. No Conflicts.
The execution, delivery and
performance by the Buyer of this Agreement and each other Transaction Document to which it is or will be a party and the consummation
of the transactions contemplated hereby and thereby do not and will not (with or without the giving of notice, the lapse of time or both)
conflict with or result in a violation or breach of, or default under, (a) the Organizational Documents of the Buyer; (b) any Applicable
Laws to which the Buyer or any of its properties or assets is subject; (c) any contract, agreement or other instrument applicable to the
Buyer or any of its properties or assets, except, in the case of clauses (a) and (b) above, to the extent that such conflict,
violation, breach or default, individually or in the aggregate, has not impaired or delayed, and will not impair or delay, the ability
of the Buyer to perform its obligations under this Agreement or any other Transaction Document to which it is a party or to consummate
the transactions contemplated hereby or thereby.
Section 3.5. Capitalization.
(a) As
of immediately prior to the Closing, the authorized share capital of the Buyer consists of $41,916,750.50 divided into 5,000,000,000 class
A ordinary shares, 20,000,000 class B ordinary shares, and 10,000,000 preferred shares, of US$ 0.00833335 par value each, of which, 7,226,480
class A ordinary shares and 20,000,000 class B ordinary shares are issued and outstanding. All of the issued and outstanding shares of
the Buyer are duly authorized, validly issued, fully paid and non-assessable.
(b) Except
as otherwise set forth above in this Section 3.5, there are no outstanding (i) shares of capital stock or voting securities of the Buyer,
(ii) securities of the Buyer (whether debt or equity) convertible into or exchangeable for shares of capital stock or voting securities
of the Buyer, or (iii) preemptive or other outstanding rights, options, warrants, conversion rights, “phantom” stock rights,
stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that
obligate the Buyer to issue or sell any shares of capital stock or other securities of the Buyer or any securities or obligations convertible
or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Buyer, and no
securities or obligations evidencing such rights are authorized, issued or outstanding, or (iv) obligations of the Buyer to repurchase,
redeem or otherwise acquire any capital stock or equity interests of the Buyer.
(c) The
Buyer has sufficient authorized share capital to issue the Consideration Shares in accordance with this Agreement. The Consideration Shares
when issued, allotted, transferred or exchanged, as the case may be, in accordance with the terms and for the consideration set forth
in this Agreement, will be issued, allotted, transferred or exchanged, in compliance with Applicable Laws and Organizational Documents,
duly authorized, validly issued, fully paid and non-assessable, free and clear of all Liens (except for Liens created or imposed by the
Transaction Documents or under applicable securities Laws).
(d) The
Issuance of the Consideration Shares shall not result in or reasonably expected to result in any change of Control of the Buyer.
Section 3.6. Subsidiaries.
Each Subsidiary of the Buyer
has been duly organized, is validly existing and in good standing (to the extent such concept is applicable) under the laws of its jurisdiction
of organization or incorporation, and has the requisite corporate power and authorization to own, lease and operate its properties and
to carry on its business as now being conducted, except which have not had and would not constitute a Buyer Material Adverse Effect. Each
Buyer Group Company is duly qualified or licensed to do business in each jurisdiction in which the property owned, leased or operated
by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so
qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.
Section 3.7. Compliance with Laws.
(a) The
business of the Buyer and its Subsidiaries is being conducted, and has been conducted at any time during the three (3) years prior to
the date hereof, in all material respects in accordance with their respective Applicable Laws and other requirements of all Governmental
Authorities having jurisdiction over or otherwise applicable to each of the Buyer and its Subsidiaries except as would not, individually
or in the aggregate, result in a Buyer Material Adverse Effect.
(b) The
Buyer is, and the consummation of the transactions contemplated by this Agreement will be, in compliance in all material respects with
the applicable listing and corporate governance rules and regulations of the SEC and NASDAQ. The Buyer has not taken any action designed
to, or reasonably likely to have the effect of, delisting the Buyer ordinary shares from NASDAQ. The Buyer has not received from the SEC,
NASDAQ, CSRC and/or any other competent Governmental Authority any notification that the SEC, NASDAQ, CSRC and/or any other competent
Governmental Authority has determined or is proposing to suspend or terminate such listing.
Section 3.8. Governmental Approvals.
The execution, delivery and
performance by the Buyer of this Agreement and any other Transaction Document to which it is or will be a party and the consummation of
the transactions contemplated hereby and thereby do not and will not require any Approval issued or granted by, negative clearance from,
or expiration or early termination of any waiting period imposed by, any Governmental Authority, except for the NASDAQ Listing Authorization
(if applicable and necessary) and the CSRC Filing.
Section 3.9. Financial Matters.
(a) The
financial statements included in the Buyer Public Reports present fairly and accurately the financial condition of the Buyer Group Companies
as of the dates therein indicated and the results of operations for the period or periods therein specified, all in accordance with United
States General Accepted Accounting Principle (“US GAAP”) on a consistent basis throughout the periods therein specified (except
as otherwise noted therein). The information set forth in the Buyer Public Reports is true and accurate in all material respects.
(b) Except
as disclosed in the Buyer Public Reports, none of the Buyer Group Companies is a guarantor or indemnitor of any indebtedness of any other
person or entity, nor any Buyer Group Company has any indebtedness or liability (contingent or otherwise) that it has directly or indirectly
created, incurred, assumed, or guaranteed, or with respect to which such Buyer Group Company has otherwise become directly or indirectly
liable, in each case, except any indebtedness or liability incurred since November 1, 2024 in the ordinary course of business consistent
with past practices and/or any indebtedness or liability incurred pursuant to this Agreement.
Section 3.10. Operations.
The Buyer Group Companies
have good and marketable title to all real property and other properties owned by them that is material to the business of the Buyer Group
Companies taken as a whole, in each case free and clear of all Liens, except for Liens that 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 Buyer Group Companies. Any
real property and facilities held under lease by the Buyer Group Companies that are material to the business of the Buyer Group Companies
are held by the Buyer Group Companies under valid, subsisting and enforceable leases with which the Buyer Group Companies are in compliance
in all material respects.
Section 3.11. Absence of Certain Changes.
Since September 30, 2024,
(a) the Buyer has not altered its method of accounting, and (b) the Buyer has not declared or made any dividend or distribution of cash
or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock.
Section 3.12. Litigation.
As of the date hereof, there
is no Proceeding of any nature pending, or, to the Buyer’s Knowledge, threatened, in writing against the Buyer or any of its Subsidiaries,
or, to the Buyer’s Knowledge, any of their respective directors or officers in their capacities as such, which would, individually
or in the aggregate, have a Buyer Material Adverse Effect.
Section 3.13. Bankruptcy.
The Buyer is not the subject
of any insolvency or liquidation Proceeding or any reorganization in any jurisdiction.
Section 3.14. Brokers’
Fees.
There is no investment banker,
broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Buyer or any of its Subsidiaries
who would be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.
Section 3.15. No Buyer Material Adverse Effect.
There has been no event, occurrence, development
or state of circumstances that has had, has or would reasonably be expected to, individually or aggregately, result in a Buyer Material
Adverse Effect.
Section 3.16. Independent Investigation.
The Buyer has conducted its
own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial
condition and prospects of the Seller and the Target Co. Group Companies, which investigation, review and analysis was done by the Buyer
and its Affiliates and representatives. In entering into this Agreement, the Buyer acknowledges that the Seller and its representatives
have not made any representations, warranties, estimates or projections, and it has not relied on any representations, warranties, estimates
or projections of the Seller or its representatives, other than the representations and warranties of the Seller set forth in ARTICLE
4.
Article
4
Representations and Warranties of the Seller
The Seller hereby represents
and warrants, as of the date hereof and as of the Closing Date, that each of the following statements is true and correct:
Section 4.1. Accuracy
of Disclosure.
The Seller has filed or furnished,
as applicable, on a timely basis, all the SEC Documents. As of their respective effective dates (in the case of the SEC Documents that
are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in
the case of all other SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment:
(a) each of the SEC Documents complied in all material respects with the applicable requirements of the listing and corporate governance
rules and regulations, and (b) none of the SEC Documents 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 material statements therein, in the light of the circumstances under
which they were made, not misleading.
Section 4.2. Existence and Power.
Each of the Seller and the
Target Co. Group Companies is an entity duly organized or incorporated, validly existing and in good standing (to the extent such concept
is applicable) under the laws of its jurisdiction of organization or incorporation and has full right, power and authority to execute
and deliver this Agreement and each other Transaction Document to which it is or will be a party, to perform fully its obligations hereunder
and thereunder and to consummate the transactions contemplated hereby and thereby. Each Target Co. Group Companies has the requisite corporate
power and authorization to own, lease and operate its properties and to carry on its business as now being conducted, except which have
not had and would not constitute a Target Co. Material Adverse Effect.
Section 4.3. Authorization; Due Execution.
The execution, delivery and
performance by each of the Seller and the Target Co. Group Companies of this Agreement and each other Transaction Document to which it
is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary
action on the part of it. Each of the Seller and the Target Co. Group Companies has duly executed and delivered this Agreement and each
other Transaction Document to which it is a party, and this Agreement and each such other Transaction Document constitutes a legal, valid
and binding obligation of it against it in accordance with its terms.
Section 4.4. No Conflicts.
The execution, delivery and
performance by each of the Seller and the Target Co. Group Companies of this Agreement and each other Transaction Document to which it
is or will be a party and the consummation of the transactions contemplated hereby and thereby do not and will not (with or without the
giving of notice, the lapse of time or both) conflict with or result in a violation or breach of, or default under, (a) its the Organizational
Documents; (b) any Applicable Law to which it or any of its properties or assets is subject; (c) any contract, agreement or other instrument
applicable to it or any of its properties or assets, except, in the case of clauses (a) and (b) above, to the extent that such
conflict, violation, breach or default, individually or in the aggregate, has not impaired or delayed, and will not impair or delay, the
ability of it to perform its obligations under this Agreement or any other Transaction Document to which it is a party or to consummate
the transactions contemplated hereby or thereby.
Section 4.5. Capitalization.
(a) As
of immediately prior to the Closing, the authorized share capital of the Target Co. consists of $50,000 divided into 50,000 ordinary shares
of US$1.0 par value each, all of which are issued and outstanding. All of the issued and outstanding shares of the Target Co. are duly
authorized, validly issued, fully paid and non-assessable and owned by the Seller as of immediately prior to the Closing.
(b) Except
as otherwise set forth above in this Section 4.5, there are no outstanding (i) shares of capital stock or voting securities of Target
Co., (ii) securities of Target Co. (whether debt or equity) convertible into or exchangeable for shares of capital stock or voting securities
of Target Co., or (iii) preemptive or other outstanding rights, options, warrants, conversion rights, “phantom” stock rights,
stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that
obligate Target Co. to issue or sell any shares of capital stock or other securities of Target Co. or any securities or obligations convertible
or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Target Co., and no
securities or obligations evidencing such rights are authorized, issued or outstanding, or (iv) obligations of Target Co. to repurchase,
redeem or otherwise acquire any capital stock or equity interests of Target Co..
(c) Immediately
after the Closing, the Buyer shall own the Sale Shares, which shall represent 100% of Target Co.’s then total issued and outstanding
shares, on an as-converted and fully-diluted basis.
Section 4.6. Subsidiaries.
Each Subsidiary of Target Co.
has been duly organized, is validly existing and in good standing (to the extent such concept is applicable) under the laws of its jurisdiction
of organization or incorporation, and has the requisite corporate power and authorization to own, lease and operate its properties and
to carry on its business as now being conducted, except which have not had and would not constitute a Target Co. Material Adverse Effect.
Each Target Co. Group Company is duly qualified or licensed to do business in each jurisdiction in which the property owned, leased or
operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure
to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Target Co. Material Adverse
Effect.
Section 4.7. Compliance with Laws.
The business of Target Co. and
its Subsidiaries is being conducted, and has been conducted at any time during the three (3) years prior to the date hereof, in all material
respects in accordance with their respective Applicable Laws and other requirements of all Governmental Authorities having jurisdiction
over or otherwise applicable to each of Target Co. and its Subsidiaries except as would not, individually or in the aggregate, result
in a Target Co. Material Adverse Effect.
Section 4.8. Governmental
Approvals.
The execution, delivery and performance
by the Seller and Target Co. of this Agreement and any other Transaction Document to which it is or will be a party and the consummation
of the transactions contemplated hereby and thereby do not and will not require any Approval issued or granted by, negative clearance
from, or expiration or early termination of any waiting period imposed by, any Governmental Authority.
Section 4.9. Financial Matters.
(a) The
financial statements of Target Co. Group Companies for the years ended [September 30, 2023 and September 30, 2024 (collectively, the “Financial
Statements”) are attached to Section 4.9 of the Disclosure Letter, and present fairly and accurately the financial condition
of Target Co. Group Companies as of the dates therein indicated and the results of operations for the period or periods therein specified,
all in accordance with US GAAP on a consistent basis throughout the periods therein specified (except as otherwise noted therein). The
information set forth in the Financial Statements is true and accurate in all material respects.
(b) Except
as disclosed in the Financial Statements, none of Target Co. Group Companies is a guarantor or indemnitor of any indebtedness of any
other person or entity, nor any Target Co. Group Company has any indebtedness or liability (contingent or otherwise) that it has
directly or indirectly created, incurred, assumed, or guaranteed, or with respect to which such Target Co. Group Company has
otherwise become directly or indirectly liable, in each case, except any indebtedness or liability incurred since November 1, 2024
in the ordinary course of business consistent with past practices and
Section 4.10. Operations.
Target Co. Group Companies have
good and marketable title to all real property and other properties owned by them that is material to the business of Target Co. Group
Companies taken as a whole, in each case free and clear of all Liens, except for Liens that 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 Target Co. Group Companies. Any
real property and facilities held under lease by Target Co. Group Companies that are material to the business of Target Co. Group Companies
are held by Target Co. Group Companies under valid, subsisting and enforceable leases with which Target Co. Group Companies are in compliance
in all material respects.
Section 4.11. Absence of
Certain Changes.
Since October 1, 2024, (a) the
Target Co. Group Companies has not altered its method of accounting, and (b) Target Co. has not declared or made any dividend or distribution
of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital
stock.
Section 4.12. Litigation.
As of the date hereof, there is
no Proceeding of any nature pending, or, to the Seller’s Knowledge, threatened, in writing against Target Co. or any of its Subsidiaries,
or, to the Seller’s Knowledge, any of their respective directors or officers in their capacities as such, which would, individually
or in the aggregate, have a Target Co. Material Adverse Effect.
Section 4.13. Bankruptcy.
Target Co. is not the subject
of any insolvency or liquidation Proceeding or any reorganization in any jurisdiction.
Section 4.14. Brokers’ Fees.
There is no investment banker,
broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Target Co. or any of its Subsidiaries
who would be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.
Section 4.15. No Target Co. Material Adverse
Effect.
There has been no event, occurrence,
development or state of circumstances that has had, has or would reasonably be expected to, individually or aggregately, result in a
Target Co. Material Adverse Effect.
Section 4.16. Independent Investigation.
The Seller has conducted its own
independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition
and prospects of the Buyer Group Companies, which investigation, review and analysis was done by the Seller and its Affiliates and representatives.
In entering into this Agreement, the Seller acknowledges that the Buyer and its representatives have not made any representations, warranties,
estimates or projections, and it has not relied on any representations, warranties, estimates or projections of the Buyer or its representatives,
other than the representations and warranties of the Buyer set forth in ARTICLE 3.
Article
5
Conditions
Section 5.1. Conditions to the Obligation of
the Seller and the Buyer to Consummate Closing.
As to each of the Seller and the
Buyer, its obligations to consummate the Closing are subject to the satisfaction or waiver by it of the following conditions:
(a) no
Applicable Law shall have been adopted, promulgated or enforced by any Governmental Authority, and no temporary restraining Order, preliminary
or permanent injunction or other Order issued by any Governmental Authority of competent jurisdiction (an “Injunction”)
shall be in effect, having the effect of making the transactions contemplated hereby illegal or otherwise prohibiting the consummation
of the transactions contemplated hereby; and
(b) no
Proceeding initiated by any Governmental Authority seeking an Injunction having the effect of making the transactions contemplated hereby
illegal or otherwise prohibiting the consummation of the transactions contemplated hereby shall be pending.
Section 5.2. Other Conditions to the Obligation
of the Seller to Consummate the Closing.
In addition to the conditions specified in Section
5.1 above, the Seller’s obligation to consummate the Closing is also subject to the fulfillment, on or prior to the Closing, of
each of the following conditions (any or all of which may be waived by the Seller, in its sole discretion, in whole or in part to the
extent permitted by Applicable Laws):
(a) each
of the parties to the Transaction Documents, other than the Seller, shall have executed and delivered such Transaction Documents to the
Seller;
(b) the
representations and warranties set forth in Article 3 shall be true and correct in all material respects (other than the Fundamental Buyer
Representations, which shall be true and correct in all respects) on and as of the date hereof and the Closing Date as if made on the
Closing Date with reference to facts and circumstances then existing;
(c) the
Buyer shall have performed and complied with, in all material respects, all agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by it on or before the Closing;
(d) the
Buyer and its relevant Subsidiaries (if applicable) shall have obtained all relevant corporate and other Approvals and consents required
to be obtained by them, including Approvals from any Governmental Authority, directors, creditors and third parties (if applicable) necessary
for consummation of the transactions contemplated by this Agreement and any other Transaction Document, and the same shall not have been
withdrawn or amended;
(e) there
shall have been no Buyer Material Adverse Effect;
(f) no
stop order suspending the qualification or exemption from qualification of Consideration Shares from trading on the NASDAQ shall have
been issued and no Proceeding for that purpose shall have been commenced or shall be pending or threatened;
(g) the
CSRC Filing Materials shall have been finalized and reasonably satisfactory to the Seller;
(h) the
conditions to consummate the closing of the Share Transfer (as defined in the Equity Transfer Agreement as “交割”)
shall have been satisfied or waived by the relevant parties; and
(i) the
Buyer shall have delivered to the Seller a compliance certificate, dated the Closing Date and signed by an authorized representative of
the Buyer, certifying that the conditions specified in Section 5.2 have been fulfilled.
Section 5.3. Other Conditions to the Obligation
of the Buyer to Consummate the Closing.
In addition to the conditions
specified in Section 5.1 above, the Buyer’s obligation to consummate the Closing is also subject to the fulfillment, on or prior
to the Closing, of each of the following conditions (any or all of which may be waived by the Buyer, in its sole discretion, in whole
or in part to the extent permitted by Applicable Laws):
(a) each
of the parties to the Transaction Documents, other than the Buyer, shall have executed and delivered such Transaction Documents to the
Buyer;
(b) the
representations and warranties set forth in Article 4 shall be true and correct in all material respects (other than the Fundamental Seller
Representations, which shall be true and correct in all respects) on and as of the date hereof and the Closing Date as if made on the
Closing Date with reference to facts and circumstances then existing;
(c) the
Seller shall have performed and complied with, in all material respects, all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by it on or before the Closing;
(d) the
Seller and Target Co. Group Companies shall have obtained all relevant corporate and other Approvals and consents required to be obtained
by them, including Approvals from any Governmental Authority, directors, creditors and third parties (if applicable) necessary for consummation
of the transactions contemplated by this Agreement and any other Transaction Document, and the same shall not have been withdrawn or amended;
(e) the
Reorganization shall have been completed and each of RONS Intelligent, Shenzhen Xinbao, RONS Sales and Shenzhen Baowang shall have been
the wholly Subsidiary of Target Co.;
(f) there
shall have been no Target Co. Material Adverse Effect;
(g) the
conditions to consummate the closing of the Share Transfer (as defined in the Equity Transfer Agreement as “交割”)
shall have been satisfied or waived by the relevant parties; and
(h) the
Seller shall have delivered to the Buyer a compliance certificate, dated the Closing Date and signed by an authorized representative of
the Seller, certifying that the conditions specified in Section 5.3 have been fulfilled.
Article
6
Covenants
Section 6.1. Conduct of Business Pending the
Closing.
During the period commencing from
the date of this Agreement up to the earlier of (x) the Closing Date, and (y) the termination of this Agreement in accordance with Article
8 (the “Relevant Period”), Target Co. Group Companies shall use their commercially reasonable efforts to continue to
engage in business in the ordinary and normal course, consistent with past practice. During the Relevant Period, except as consented to
in writing by the Seller, the Buyer shall not (i) declare or make any dividend or distribution of cash or other property to its shareholders
or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, or (b) issue any equity securities
to any officer, director, employee or Affiliate of the Buyer and its Subsidiaries, except pursuant to existing stock option plans.
Section 6.2. Notification.
Target Co. and the Seller
shall notify the Buyer, and the Buyer shall notify each of Target Co. and the Seller, promptly upon becoming aware of (A) any
material adverse change in the business, operations, assets or financial condition of Target Co. Group Companies or the Buyer Group
Companies, (B) any material breach of any major contract or material default under any material commitment or arrangement to which
any Target Co. Group Company or any Buyer Group Company is a party, (C) any litigation, arbitration, administrative or other
proceeding concerning or affecting any Target Co. Group Company or any Buyer Group Company which is current, threatened or pending
and is or would reasonably be expected to be material to the Target Co. Group Companies taken as a whole or the Buyer Group
Companies taken as a whole, (D) any event, circumstance or matter which has had or is reasonably likely to have a Target Co.
Material Adverse Effect or Buyer Material Adverse Effect, as the case may be, and/or (E) any event, circumstance or matter which has
caused or is reasonably likely to cause any breach of any representation, warranty, covenant or agreement in respect of Target Co. /
the Seller or the Buyer.
Section 6.3. Required Consents; Communications
with Governmental Authorities.
(a) Subject
to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions
and to do, or cause to be done, all things necessary or desirable under Applicable Laws to consummate the transactions contemplated by
this Agreement and any other Transaction Document, including (i) determining whether any approval, consent, registration, permit, authorization,
other confirmation, waiver or other action from or by any Governmental Authority or counterparty to any contract of such Party is necessary
or advisable in connection with the consummation of the transactions contemplated by this Agreement or any other Transaction Document
(collectively, “Required Consents”); (ii) taking any actions in respect of, giving any notice to and preparing and
making any filings with, any Governmental Authority or other third party in respect of any Required Consent as promptly as practicable
following the date hereof and furnishing all information or other documentation required in connection with such action, notice or filing;
and (iii) taking such further steps as may be required to timely obtain and maintain each Required Consent, including by using reasonable
best efforts to obtain the early termination of any applicable waiting period.
(b) To
the extent permitted by Applicable Laws or any relevant Governmental Authority, and subject to all applicable privileges, including the
attorney-client privilege, each Party shall (i) give to the other Parties prompt notice upon obtaining knowledge of the making or commencement
of any request, inquiry or Proceeding by or before any Governmental Authority with respect to the transactions contemplated hereby or
by any other Transaction Document; (ii) keep the other Parties informed as to the status of any such request, inquiry or Proceeding; and
(iii) promptly inform the other Parties of any communication to or from any Governmental Authority regarding the transactions contemplated
hereby or by any other Transaction Document. Each Party shall consult and cooperate with, and consider in good faith the views of, the
other Parties (to the extent practicable) throughout any defense of the transactions contemplated by this Agreement and any other Transaction
Document.
(c) The Buyer shall (i)
prepare for the application documents and other materials for the submission of the CSRC Filing (the “CSRC Filing
Materials”), where the Seller and the Target Co. Group Companies shall use their commercially reasonable efforts to
provide necessary information related to themselves, in connection with the preparation for the CSRC Filing Materials and making of
the submission of the CSRC Filing, and (ii) provide the drafts of the CSRC Filing Materials to the Seller and consider in good faith
the reasonable comments made by the Seller to such CSRC Filing Materials; and (iii) provide the Seller with final version of the
CSRC Filing Materials which is reasonably satisfactory to the Seller prior to the Closing Date; and (iv) duly submit the CSRC Filing
on the Closing Date; and (v) discuss with the Seller in good faith, and resolve any investigation or other inquiry of any
Governmental Authority in connection therewith; and (vi) complete the CSRC Filing in due course.
Section 6.4. Confidentiality.
Each Party (the “Recipient”)
shall keep confidential, shall cause its Affiliates, and its and their respective counsels, financial advisors, auditors and other authorized
representatives, including, without limitation, their agents, employees, officers, and directors (collectively, the “Representatives”)
to keep confidential, the existence of the Transaction Documents and the transactions contemplated under the Transaction Documents, the
negotiations relating to any Transaction Document, and the terms and conditions hereof and of any other Transaction Document, and any
non-public information relating to any other Party and its Representatives (collectively, the “Confidential Information”)
except as such other Parties agree in writing otherwise; provided that the Recipient may disclose any Confidential Information (i) to
the extent that such disclosure is required by Applicable Laws and/or the rules of any stock exchange, and so long as, where such disclosure
is to a Governmental Authority or stock exchange, such Party shall use all reasonable efforts to obtain confidential treatment of the
Confidential Information so disclosed, to the extent permissible under the Applicable Laws and/or the rules of any stock exchange, or
(ii) to its professional advisors participating in the negotiation and implementation of the Transaction Documents so long as each such
professional advisor to whom the Confidential Information is so disclosed agree to keep such Confidential Information confidential, or
(iii) to its Representatives as necessary to the performance of its obligations in connection with any Transaction Document, in each case
so long as each such Person to whom the Confidential Information is so disclosed agrees to keep such Confidential Information confidential.
Section 6.5. Further Assurances.
The Parties shall take all reasonable
actions and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement and
any other Transaction Document, and each Party shall provide such further documents or instruments reasonably required by any other Party
or desirable to effect the purposes of this Agreement and any other Transaction Document and to carry out their respective provisions.
For the avoidance of doubt, nothing in this Section 6.5 shall be construed to be obligated to waive the relevant conditions precedent
to its obligations to consummate the Closing, which shall be determined by each of the relevant Parties at its sole discretion and not
be subject to this Section 6.5.
Section 6.6. Public Announcements.
The Parties will, to the
extent permitted by Applicable Laws, consult with each other before issuance, and provide each other with the opportunity to review,
comment on, and use all reasonable efforts to agree on, any press release or other public disclosure with respect to this Agreement
and the other Transaction Documents and the transactions contemplated hereby and thereby, and will not (to the extent practicable)
issue any such press release or make any such public disclosure prior to such consultation and agreement, except that disclosure
made by a Party without having reached such agreement despite consultation shall be permissible if the substance and timing of the
disclosure are necessary to comply with the Applicable Laws or an applicable securities exchange rules and regulations, provided
that the disclosing Party shall, to the extent permitted by Applicable Laws or the applicable securities exchange rules and
regulations and if reasonably practicable, inform the other Parties of the disclosure to be made pursuant to such requirements prior
to the disclosure. Subject to Applicable Laws, the Parties shall use all reasonable efforts to promptly provide or cause to be
promptly provided information and documents as requested by the NASDAQ, the SEC, the CSRC or any other competent Governmental
Authority or that are necessary or advisable to comply with the Applicable Laws and the rules and regulations of any applicable
securities exchange and permit consummation of the transactions contemplated hereunder.
Section 6.7. Tax.
All transfer, documentary, sales, use, stamp, registration,
value added, and other such tax and fees (including any penalties and interest) incurred by and imposed on a Party in connection with
this Agreement shall be borne and paid by such Party when due. Each Party shall, if applicable, at its own expense, timely file any Tax
Return or other document with respect to such tax or fees.
Section 6.8. Non-Competition.
Within five (5) years after the
Closing Date and subject to that the Buyer directly and indirectly owns 100% of total issued and outstanding shares of the Target Co.,
Shenzhen Xinbao, RONS Sales, Shenzhen Baowang and RONS Intelligent, (1) the Seller shall not, either directly or indirectly, either on
its own account or through any of its Affiliates, or in conjunction with or on behalf of any other Person, (i) engage in any business
that directly competes with the principal business of the Target Co. as now being conducted (i.e., the development of insurance transaction
systems) (such business, the “Principal Business”), (ii) solicit or entice away, any employee of Target Co. Group Companies,
to an entity which directly competes with the Principal Business engaged by any Group Company, and/or (iii) solicit or entice away, any
client or customer of Target Co. Group Companies, to an entity which directly competes with the Principal Business engaged by any Group
Company for the purpose of offering such client or customer any goods or services within the scope of the Principal Business; and (2)
with respect to the Principal Business, the Target Co. Group Companies shall have priority to cooperate with the Seller under the same
conditions and terms, where if the Seller has any transaction opportunities related to the Principal Business, it shall entrust such transaction
opportunities to the Target Co. Group Companies under the same conditions and terms.
Section 6.9. Performance.
Subject to the conditions that
the Seller retains Control over the business operations of the Target Co. Group Companies, the Seller shall use its commercially reasonable
efforts to achieve the following performance milestone:
(a) The
Target Co. Group Companies not to incur any losses during the financial years 2025 to 2027;
(b) RONS
Intelligent and its Subsidiaries (if any), taken as a whole, to achieve the following minimum numbers of paying customers for each respective
year: (i) not less than 100,000 paying customers in the year 2025; (ii) not less than 300,000 paying customers in the year 2026; (iii)
not less than 900,000 paying customers in the year 2027;
(c) RONS
Intelligent and its Subsidiaries (if any), taken as a whole, achieve the following objectives in relation to C-end users: (i) in the year
2026, the number of C-end users shall reach 100,000, and at least 10,000 proposals shall be issued; (ii) in the year 2027, the number
of C-end users shall reach 500,000, and at least 50,000 proposals shall be issued.
However, it is expressly understood
that the Seller shall not be liable for any failure to meet the above commitments if such failure is due to or resulting from any matters
outside the Seller’s Control.
Section 6.10. Lock-Up.
Except (i) with the prior written
consent of the Buyer; or (ii) transferring to its wholly-owned Subsidiary (in which case such transferee shall be bound by the similar
lock-up provisions as hereof), the Seller shall not, directly or indirectly, transfer, sell, assign, pledge, or other disposal of any
Consideration Share at any time on or before the expiry of a 60-month period after the Closing Date.
Article
7
Indemnification
Section 7.1. Survival.
(a) The
Fundamental Seller Representations and the Fundamental Buyer Representations shall survive indefinitely or until the latest date permitted
by Applicable Law.
(b) All
representations and warranties contained in this Agreement other than the Fundamental Seller Representations and the Fundamental Buyer
Representations, shall survive the Closing until eighteen (18) months following the Closing Date.
(c) Notwithstanding
the foregoing clauses (a) and (b), any breach of any representation, warranty, covenant or agreement in respect of which indemnity may
be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the clauses (a) and (b) above,
if notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such
indemnity may be sought prior to such time.
(d) Nothing
contained in this Agreement shall limit or exclude any liability for fraud or willful misrepresentation.
Section 7.2. Indemnification
by the Buyer.
Following the Closing, the Buyer
shall indemnify and hold harmless the Seller and its Affiliates and their respective officers, directors, employees, agents, successors
and assigns (each, a “Seller Indemnified Party”) for and against any and all Liabilities, losses, damages, claims,
costs and expenses, interest, awards, judgments and penalties (including reasonable and documented attorneys’ and consultants’
fees and expenses) (each, a “Loss”) suffered or incurred by them (including any action brought or otherwise initiated
by any of them), arising out of or resulting from:
(a) any
breach or violation of, or inaccuracy in, any representation or warranty made by the Buyer under this Agreement or any claim by any third
party alleging, constituting or involving such a breach, violation or inaccuracy; or
(b) any
breach or violation of, or failure to perform, any covenants or agreements made by or on behalf of, or to be performed by, the Buyer under
this Agreement or any claim by any third party alleging, constituting or involving such a breach, violation or failure to perform.
Section 7.3. Limits on Indemnification by the
Buyer.
(a) The
Buyer shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.2 until the aggregate amount of
all Losses in respect of indemnification under Section 7.2 exceeds $3.0 million (the “Buyer Deductible”), in which
event the Buyer shall only be required to pay or be liable for Losses in excess of the Buyer Deductible. With respect to any claim as
to which a Seller Indemnified Party may be entitled to indemnification under Section 7.2, the Buyer shall not be liable for any individual
or series of related Losses which do not exceed $3.0 million (which Losses shall not be counted toward the Buyer Deductible).
(b) In
no event shall the Buyer be liable to any Seller Indemnified Party for any punitive, incidental, consequential, special, or indirect damages,
including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this
Agreement, or diminution of value or any damages based on any type of multiple.
(c) The
maximum aggregate liability of the Buyer to the Seller Indemnified Parties with respect to all indemnification claims pursuant to this
Section 7.2 shall not exceed $30.0 million.
(d) Payments
by the Buyer pursuant to Section 7.2 in respect of any Loss shall be limited to the amount of any liability or damage that remains after
deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to
be received by the Seller Indemnified Parties in respect of any such claim.
(e) Payments
by the Buyer pursuant to Section 7.2 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably
expected to be realized as a result of such Loss by the relevant Seller Indemnified Party.
Section 7.4. Indemnification by the Seller.
Following the Closing, the Seller
shall indemnify and hold harmless the Buyer and its Affiliates and their respective officers, directors, employees, agents, successors
and assigns (each, a “Buyer Indemnified Party”; the Buyer Indemnified Parties together with the Seller Indemnified
Parties, collectively, the “Indemnified Parties”, and each, an “Indemnified Party”), for and against
any and all Losses actually suffered or incurred by them (including any action brought or otherwise initiated by any of them), arising
out of or resulting from:
(a) any
breach or violation of, or inaccuracy in, any representation or warranty made by the Seller under this Agreement or any claim by any third
party alleging, constituting or involving such a breach, violation or inaccuracy; or
(b) any
breach or violation of, or failure to perform, any covenants or agreements made by or on behalf of, or to be performed by, the Seller
under this Agreement or any claim by any third party alleging, constituting or involving such a breach, violation or failure to perform.
Section 7.5. Limits on Indemnification
by the Seller.
(a) The
Seller shall not be liable to the Buyer Indemnified Parties for indemnification under Section 7.4 until the aggregate amount of
all Losses in respect of indemnification under Section 7.4 exceeds $3.0 million (the “Seller Deductible”), in
which event the Seller shall only be required to pay or be liable for Losses in excess of the Seller Deductible. With respect to any claim
as to which a Buyer Indemnified Party may be entitled to indemnification under Section 7.4, the Seller shall not be liable for any individual
or series of related Losses which do not exceed $3.0 million (which Losses shall not be counted toward the Seller Deductible).
(b) In
no event shall the Seller be liable to any Buyer Indemnified Party for any punitive, incidental, consequential, special, or indirect damages,
including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this
Agreement, or diminution of value or any damages based on any type of multiple.
(c) The
maximum aggregate liability of the Seller to the Buyer Indemnified Parties with respect to all indemnification claims pursuant to this
Section 7.4 shall not exceed $30.0million.
(d) Payments
by the Seller pursuant to Section 7.4 in respect of any Loss shall be limited to the amount of any liability or damage that remains after
deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to
be received by the Buyer Indemnified Parties in respect of any such claim.
(e) Payments
by the Seller pursuant to Section 7.4 in respect of any Loss shall be reduced by an amount equal to any tax benefit realized or reasonably
expected to be realized as a result of such Loss by the relevant Buyer Indemnified Party.
Section 7.6. Mitigation.
The Buyer, and the Seller shall
take, and cause each applicable Indemnified Party to take, all reasonable steps to mitigate any Loss upon becoming aware of any event
or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent
necessary to remedy the breach that gives rise to such Loss.
Section 7.7. Sole Remedy;
Specific Performance.
Notwithstanding any other provision
contained herein, the remedies contained in this Article 7 shall be the sole and exclusive monetary remedy of the Indemnified Parties
for any claim arising out of or resulting from this Agreement, except that no limitation or exceptions with respect to the obligations
or liabilities on any Party provided hereunder (including, without limitation, the limitations set forth in Section 7.3(a) and Section
7.5) shall apply to the extent that such Losses arise or are increased as the consequence of any fraud or willful misrepresentation by
the Buyer or the Seller. Nothing in this Article 7 or elsewhere in this Agreement shall affect any Party’s rights to specific performance
or other equitable or non-monetary remedies with respect to the covenants and agreements in this Agreement or that are to be performed
at or after the Closing; provided that for the avoidance of doubt, except in the case of fraud, nothing contained herein shall
permit any party to rescind this Agreement.
Section 7.8. Third Party Claims.
(a) If
any third party shall notify an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third
Party Claim”) and such Indemnified Party believes such claim would give rise to a claim for indemnification against the Indemnifying
Party under this Article 7, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing and (ii) transmit
to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail, to the extent reasonably
practicable, the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the
Indemnified Party’s request for indemnification under this Agreement. The failure to so notify the Indemnifying Party shall not
relieve the Indemnifying Party of its obligations hereunder.
(b) Upon receipt of a
Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third
Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the
Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying
Party, the Indemnifying Party shall have the right to control and settle the proceeding, provided that, (i) any such
settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party which consent shall not
be unreasonably withheld or delayed, and (ii) and the Indemnifying Party shall keep the Indemnified Party reasonably informed of the
progress of such defense on a regular basis.
(c) If
requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with
the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the
making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified
Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim for which
indemnity is sought under this Agreement, other than any privileged communications between the Indemnifying Party and its counsel, and
shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement
(except for its consent required under Section 7.8(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section
7.8(b).
(d) In
the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within
thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim
at the expense of the Indemnifying Party; provided that, any such settlement or compromise shall be permitted hereunder only with
the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.
Article
8
Termination
Section 8.1. Termination Rights.
This Agreement may be terminated
at any time prior to the Closing:
(a) by
the mutual written consent of the Buyer or the Seller;
(b) by
the Buyer or the Seller, if the Closing has not occurred by the Long Stop Date, provided that any such Party whose breach of any
provision of this Agreement would give rise to the failure of the Closing to have been occurred by the Long Stop Date shall not have the
right to terminate this Agreement; or
(c) by
the Buyer or the Seller in the event that:
(i) there
shall be any Applicable Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited;
or
(ii) any
Governmental Authority shall have issued an Order restraining or enjoining the transactions contemplated by this Agreement, and such Order
shall have become final and non-appealable.
Section 8.2. Effects.
If this Agreement is terminated
as provided under this Section 8.1, this Agreement will be of no further force or effect upon termination; provided that (i) the
termination will not relieve any Party from any liability for any antecedent breach of this Agreement, and (ii) Section 6.4, Section 6.6,
Section 6.7, Article 7, Section 8.2, Section 9.2, Section 9.6, Section 9.7, Section 9.8, Section 9.9 and Section 9.12 shall
survive the termination of this Agreement.
Article
9
Miscellaneous
Section 9.1. Entire Agreement.
This Agreement and other Transaction
Documents constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede and
cancel all prior agreements, understandings, representations and warranties, both oral and written, between the Parties with respect thereto,
and there are no agreements, undertakings, representations or warranties of any of the Parties with respect to the transactions contemplated
hereby and thereby other than those set forth herein or therein or made hereunder or thereunder.
Section 9.2. Notices.
Any notices, requests, claims,
demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been
duly given or made upon receipt) by delivery in person, by next-day or second-day courier service, or by electronic mail to the respective
Parties at the following addresses:
if to the Buyer:
|
Address: |
No. 152 Hongliang East 1st Street, No. 1703, |
Tianfu New District, Chengdu, 610200, PRC
|
Phone: |
+86-028-64775180 |
|
E-mail: |
xinchen@qiliancorp.com |
|
Attention: |
Chen Xin |
if to the Seller:
|
Address: |
61F, Pearl River Tower, No. 15 Zhujiang West |
Road, Zhujiang New Town, Tianhe, Guangzhou, PRC
|
Phone: |
+86 (20) 8388-3191 |
|
E-mail: |
gepeng@aifugroup.com |
|
Attention: |
Ge Peng |
if to Target Co. Group Companies:
Prior to the Closing:
|
Address: |
61F, Pearl River Tower, No. 15 Zhujiang West |
Road, Zhujiang New Town, Tianhe, Guangzhou, PRC
|
Phone: |
+86 (20) 8388-3191 |
|
E-mail: |
gepeng@aifugroup.com |
|
Attention: |
Ge Peng |
Upon and after the Closing:
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Address: |
No. 152 Hongliang East 1st Street, No. 1703, |
Tianfu New District, Chengdu, 610200, PRC
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Phone: |
+86-028-64775180 |
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E-mail: |
xinchen@qiliancorp.com |
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Attention: |
Chen Xin |
Where a notice is sent by delivery
in person, such notice shall be deemed received upon the delivery. Where a notice is sent by next-day or second-day courier service, such
notice shall be deemed received by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized
courier a letter containing the notice, with a written confirmation of delivery, at the earlier of (i) delivery (or when delivery is refused)
and (ii) expiration of three (3) Business Days after the letter containing the same is sent as aforesaid. Where a notice is sent by electronic
mail, such notice shall be deemed received by properly addressing, with a written confirmation of delivery, and on the day the same is
sent as aforesaid, if such day is a Business Day and if sent during normal business hours of the recipient, otherwise the next Business
Day. Notwithstanding the foregoing, to the extent a “with a copy to” address is designated, notice must also be given to such
address in the manner above for such notice, request, consent or other communication hereunder to be effective.
Each Party shall notify each other
Party of any change to its name, appropriate addressee, address or e-mail address for the purposes of this Section 9.2 by delivering
a notice in accordance with the terms of this Section 9.2.
Section 9.3. Amendment; Waiver.
This Agreement may be
amended only by a written instrument executed by each of the Parties. References herein to this Agreement shall include any
amendment or renewal hereof. Any Party may waive any right of such Party under this Agreement by an instrument signed in writing by
such Party. Except as specifically provided herein, the failure or delay of any Party to enforce at any time any of the provisions
of this Agreement shall in no way be construed to be a waiver of any such provision or to affect the validity of this Agreement or
any part hereof or the right of any Party thereafter to enforce each such provision. No waiver of any breach of, or non-compliance
with, this Agreement shall be deemed a waiver of any other or subsequent breach or non-compliance. Except as specifically provided
herein, all remedies, either under this Agreement or under Applicable Laws or otherwise afforded, shall be cumulative and not
alternative.
Section 9.4. Severability.
Every provision of this Agreement
is intended to be severable. If any term or provision hereof is declared or held illegal or invalid, in whole or in part, for any reason
whatsoever, such illegality or invalidity shall not affect the validity or enforceability of the remainder of the Agreement, and such
provision shall be deemed amended or modified only to the extent necessary to cure such illegality or invalidity. Upon such determination
of illegality or invalidity, the Parties shall negotiate in good faith to amend this Agreement to effect the original intent of the Parties.
The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability
of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision,
in any other competent jurisdiction.
Section 9.5. Non-assignment.
The provisions of this Agreement
shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided that
neither this Agreement nor any right, remedy or Liability arising hereunder or by reason hereof may be assigned, delegated or otherwise
transferred by any Party to any Person without the prior written consent of each other Party, except to any Affiliate (in which case such
Party and its applicable Affiliate shall each be jointly and severally liable for their respective obligations) of such Party. Any assignment
in violation of this Section 9.5 shall be null and void and of no effect.
Section 9.6. Governing Law.
This Agreement shall be governed
by and construed in accordance with the laws of Hong Kong, without regard to its principles of conflicts of laws.
Section 9.7. Dispute Resolution.
(a) Any dispute arising
out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be
referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the
HKIAC Administered Arbitration Rules (the “HKIAC Rules”) in force when the notice of arbitration is submitted in
accordance with the HKIAC Rules. The HKIAC Rules are deemed to be incorporated by reference to this clause. The tribunal shall be
comprised of three (3) arbitrators. The claimant and respondent shall each nominate one (1) arbitrator and the third, who shall
serve as president of the tribunal, shall be nominated by the Party-nominated arbitrators. The arbitration shall be conducted in
English. Each Party irrevocably and unconditionally consents to such arbitration as the sole and exclusive method of resolving any
dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or
termination, other than any proceedings to seek the remedies of specific performance as contemplated by Section
9.9.
(b) The
award of the arbitral tribunal shall be final and binding on the Parties. The Parties agree that they will not have recourse to any judicial
proceedings, in any jurisdiction whatsoever, for the purpose of seeking appeal, annulment, setting aside, modification or any diminution
or impairment of its terms or effect insofar as such exclusion can validly be made. Judgment upon any award rendered may be entered in
any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award, injunction and
an Order of enforcement, as the case may be.
Section 9.8. Performance Pending Dispute Resolution.
Unless otherwise terminated in accordance with the
terms hereof, this Agreement and the rights and obligations of the Parties hereunder shall remain in full force and effect during the
pendency of any proceeding under Section 9.7.
Section 9.9. Specific Performance.
The Parties acknowledge and agree
that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that,
prior to the termination of this Agreement in accordance with Section 9.7, each Party shall be entitled to
specific performance of the terms hereof. It is accordingly agreed that prior to such termination, each Party shall be entitled to an
injunction or injunctions to prevent such breaches of this Agreement and to enforce specifically (without proof of actual damages or harm,
and not subject to any requirement for the securing or posting of any bond in connection therewith) such terms and provisions of this
Agreement, this being in addition to any other remedy to which each Party is entitled at law or in equity.
Section 9.10. Counterparts.
This Agreement may be executed
in any number of counterparts and by the Parties on separate counterparts, each of which shall be an original but all of which together
shall constitute one and the same instrument. A “PDF” signature shall be considered due execution and shall be binding upon
the signatory thereto with the same force and effect as if the signature were an original.
Section 9.11. Third-Party
Beneficiaries.
Except as otherwise expressly
set forth in this Agreement, there are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied,
is intended to confer on any third party any rights, remedies or obligations.
Section 9.12. Expenses.
Except as otherwise
expressly set forth in this Agreement, each Party shall bear the taxes, costs and expenses incurred by it in connection with
negotiating this Agreement and any other Transaction Document and in preparing and implementing this Agreement, any other
Transaction Document and the transactions contemplated hereby and thereby.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the date first written above.
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BGM Group Ltd |
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By: |
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Name: |
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Title: |
director |
[Signature page to Transaction
Agreement]
IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the date first written above.
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CISG Holding Ltd |
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By: |
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Name: |
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Title: |
director |
[Signature page to Transaction
Agreement]
IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the date first written above.
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Patriton Limited |
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By: |
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Name: |
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Title: |
director |
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GM Management Company Limited |
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By: |
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Name: |
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Title: |
director |
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RONS Intelligent Technology (Beijing) Co., Ltd.
(榕数智能科技(北京)有限公司) (Seal) |
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By: |
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Name: |
Li Jun (李军) |
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Title: |
legal representative |
[Signature page to Transaction
Agreement]
EXHIBIT A
INSTRUMENT OF TRANSFER
[To be attached separately]
[Exhibits to Transaction
Agreement]
EXHIBIT B
EQUITY TRANSFER AGREEMENT
[To be attached separately]
[Exhibits to Transaction
Agreement]
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