UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ostin Technology Group Co., Ltd.
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class
of Securities)
G67927106
(CUSIP Number)
MIDEA INTERNATIONAL CO., LIMITED
1 Kechuang Road
Qixia District, Nanjing,
Jiangsu Province, China 210046
Telephone: +86-139 5209 5903
(Name, Address
and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 7, 2024
(Date of Event
Which Requires Filing of this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
** G67927106 is the CUSIP number for the Ordinary Shares
of the Issuer, which are quoted on The Nasdaq Global Market under the symbol “OST”.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G67927106 |
SCHEDULE 13D |
|
| 1 |
NAME OF REPORTING PERSONS
MIDEA INTERNATIONAL CO., LIMITED |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
☐
(b) ☑ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (See Instructions)
WC
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong, China |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
2,961,993 ordinary shares |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
2,961,993 ordinary shares |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,961,993 ordinary shares (1)
|
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.62% of the total ordinary shares of the Issuer (2)
|
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
CO
|
| (1) | Representing 2,961,993 ordinary shares of the Issuer directly held by MIDEA INTERNATIONAL
CO., LIMITED. |
| (2 ) | The beneficial ownership percentage of
the total ordinary shares is calculated based on 14,006,250 ordinary shares of the Issuer outstanding as of September 30, 2023. Holders
of ordinary shares are entitled to one vote per share. Accordingly, and based on the foregoing, the Ordinary Shares beneficially owned
by MIDEA INTERNATIONAL CO., LIMITED represent approximately 17.62% of the aggregate voting power of the total issued and outstanding
ordinary shares of the Issuer. |
| Item 1. | Security and Issuer. |
This Statement on Schedule 13D (this “Schedule
13D”) relates to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of Ostin Technology
Group Co., Ltd., a Cayman Islands exempted company (the “Issuer”). The address of the principal executive officers
of the Issuers is Building 2, 101/201, 1 Kechuang Road, Qixia District, Nanjing, Jiangsu Province, 210046 People’s Republic of China.
The Issuer’s Ordinary Shares are quoted
on The Nasdaq Global Market under the symbol “OST”.
| Item 2. | Identity and Background. |
(a) This Schedule 13D is being filed pursuant
to Regulation 13D-G of the General Rules and Regulations under the Act by MIDEA INTERNATIONAL CO., LIMITED, a company organized under
the laws of Hong Kong (the “Reporting Person”).
(b) The principal executive office of the Reporting
Person is located at Building 2, No. 1 Kechuang Road, Qixia District, Nanjing, Jiangsu Province, The people’s Republic of China.
(c) The name, business address, present principal
occupation or employment and citizenship with respect to the directors and executive officers of the Reporting Person is listed on Schedule
A herein by reference.
(d)-(e) During the last five years, none of the
Reporting Person and the persons listed on Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) See Schedule A herein by reference.
| Item 3. | Source and Amount of Funds or Other Considerations. |
On January 31, 2024, the Issuer entered into a
Subscription Agreement with the Reporting Person (the “Subscription Agreement”), pursuant to which the Issuer agreed
to issue to the Reporting Person an aggregate of 2,800,000 Ordinary Shares for a consideration of US$ 980,000 in cash. The transaction
was completed on February 7, 2024. The source of funds for the subscription price is from the general funds available to the Reporting
Person.
The foregoing description of the Subscription
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement,
which is filed hereto as Exhibit 99.1.
| Item 4. | Purpose of Transaction. |
The information set forth in Item 3 and Item 6
of this Schedule 13D is hereby incorporated by reference in this Item 4.
The Reporting Person consummated the transactions
described herein to acquire an interest in the Issuer for investment purposes. The Reporting Person expect to evaluate on an ongoing basis
the Issuer’s financial condition and prospects and its interests in, and intentions with respect to, the Issuer and its investments
in the securities of the Issuer, which review may be based on various factors, including the Issuer’s business and financial condition,
results of operation and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s
securities in particular, as well as other developments and other investment opportunities. Accordingly, the Reporting Person reserves
the right to change its intentions, as it deems appropriate. In particular, the Reporting Person may at any time and from time to time,
in the open market, in privately negotiated transactions or otherwise, increase its holdings in the Issuer or dispose of all or a portion
of the securities of the Issuer that the Reporting Person now own or may hereafter acquire.
Except as set forth in this Item 4, the Reporting
Person has no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j)
of the Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
(a) – (b) Calculations of the percentage
of Ordinary Shares beneficially owned assumes that there were 14,006,250 Ordinary Shares of the Issuer outstanding as of September 30,
2023, based on the 20-F of the Issuer, and takes into account the Ordinary Shares underlying the Ordinary Shares beneficially owned by
the Reporting Persons, as applicable.
The aggregate number and percentage of the Ordinary
Shares beneficially owned by Reporting Person and, the number of shares as to which there is sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct
the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, the Reporting Person beneficially
owns 2,961,993 Ordinary Shares or 17.62% of the issued and outstanding Ordinary Shares.
(c) Except as set forth in this Schedule 13D,
none of the Reporting Person or, to the best knowledge of the Reporting Person, any other person named in Schedule A, has effected any
transaction in Ordinary Shares in the past 60 days.
(d) To
the best knowledge of the Reporting Person, no person other than the person listed is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by either of the Reporting Person.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The information set forth in Items 3 is hereby
incorporated by reference in this Item 6.
Subscription Agreement
On January 31, 2024, the Reporting Person and
the Issuer entered into a Subscription Agreement, a copy of which is attached as Exhibit 99.1 hereto, pursuant to which the Issuer agreed
to issue to the Reporting Person 2,800,000 Ordinary Shares for a consideration of US$ 980,000 in cash.
Registration Rights Agreement
On January 31, 2024, the Issuer and the Reporting
Person entered into a Registration Rights Agreement (the “Registration Rights Agreement”), a copy of which is attached
as Exhibit 99.2 hereto, pursuant to which the Issuer agreed to provide the Reporting Person certain registration rights in respect of
the Ordinary Shares held by the Reporting Person.
At any time after forty-five (45) days following
the February 7, 2024, the Holders (as such item is defined in the Registration Rights Agreement) may request that the Issuer file a registration
statement with the Securities and Exchange Commission (the “Commission”) covering the registration of all or a portion
of the Registrable Securities (as such item is defined in the Registration Rights Agreement).
If, at any time, the Issuer files a registration
statement with the Commission, any Holder will be entitled, subject to certain exceptions, to exercise “piggyback” registration
rights requiring the Issuer to include in any such registration that number of Ordinary Shares held by such Holder as such Holder may
request, subject only to certain prescribed limitations provided in the Registration Rights Agreement.
The Issuer may, on a limited number of occasions,
and in certain prescribed circumstances, delay the filing or effectiveness of any registration statement required to be filed pursuant
to the Registration Rights Agreement.
Except as described above or elsewhere in this
Schedule 13D or incorporated by reference in this Schedule 13D, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Issuer and the Reporting Person or, to the best of their knowledge, any of the persons named in Schedule
A hereto and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses,
or the giving or withholding of proxies.
| Item 7. |
Material to Be Filed as Exhibits. |
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
MIDEA INTERNATIONAL CO., LIMITED |
| |
|
|
| Dated: February 20, 2024 |
By: |
/s/ Ruping Wang |
| |
|
Name: |
Ruping Wang |
| |
|
Title: |
Authorized Signatory |
SCHEDULE A
MIDEA INTERNATIONAL CO., LIMITED
Directors and Executive Officers
| Name |
Present
Principal Occupation |
Business Address |
Citizenship |
| Ruping Wang |
Director, Chief Executive Officer |
Room 302, Building 7, No. 6, Suojin Village, Xuanwu District, Nanjing, Jiangsu Province, People’s Republic of China. |
CN |
EXHIBIT INDEX
8
Exhibit 99.1
SUBSCRIPTION AGREEMENT
This
Subscription Agreement (this “Agreement”), dated as of January 31st, 2024, is by and between MIDEA
INTERNATIONAL CO., LIMITED, a company organized under the laws of Hong Kong (the “Purchaser”), and Ostin Technology
Group Co., Ltd., a company organized under the laws of Cayman Islands (the “Company”). The Purchaser and the Company
are sometimes herein referred to each as a “Party,” and collectively as the “Parties.”
W
I T N E S S E T H:
WHEREAS, the Company and the
Purchaser desire to provide for the issuance, sale and purchase of 2,800,000 ordinary shares of the Company, par value US$0.0001 per share
(“Shares”) on the terms and conditions set forth in this Agreement;
WHEREAS, the Parties desire
to make certain representations, warranties, covenants and agreements in connection with the issuance, sales and purchases and related
transactions contemplated by this Agreement.
NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
ARTICLE
I
PURCHASE AND SALE
Section
1.1 Issuance, Sale and Purchase of Shares from the Company. Subject to the terms and conditions of this Agreement,
and in reliance upon the representations and warranties set forth herein, the Company agrees to issue, sell and deliver to the Purchaser,
free and clear of any pledge, mortgage, security interest, encumbrance, lien, charge, assessment, claim or restriction of any kind or
nature, and the Purchaser agrees to purchase from the Company, on the Closing Date (as defined below), 2,800,000 ordinary shares of the
Company (such Shares, the “Purchased Shares”).
Section
1.2 Purchase Price. The total consideration payable by the Purchaser to the Company shall be US$0.35 per Share. The
aggregate total consideration payable by Purchaser shall be US$980,000, referred to herein as the “Purchase Price”.
The Purchase Price shall be payable by the Purchaser at Closing (as defined herein).
Section
1.3 Closing.
(a) Upon
the terms and subject to the conditions of this Agreement, the closing (the “Closing”) of the purchase and sale of
the Purchased Shares shall take place remotely via the electronic exchange of the closing documents and signatures on or prior to the
fifth (5th) business day following the satisfaction or waiver of all conditions to the obligations of the Parties set forth
in Section 1.4 (other than those conditions that by their nature are to be satisfied at Closing), or any other date and time that
is agreed upon in writing by the Company and the Purchaser (the date on which the Closing actually occurs, the “Closing Date”).
At the Closing, (a) Purchaser shall pay its Purchase Price to the Company in U.S. dollars by same-day wire transfer, or by such other
method mutually agreeable to the Company and such Purchaser, of immediately available funds to such bank account(s) designated in writing
by the Company, and (b) the Company shall deliver or cause to be delivered to the Purchaser certificate(s) representing the Purchased
Shares, registered in the name of the Purchaser (or its nominee), and any and all other documents as may be reasonably requested by Purchaser
or required by the laws of the Cayman Islands to effect the issuance and sale of the Purchased Shares and entry into the Registry of Shareholders
of the Company.
(b) Restrictive
Legend. Each certificate representing Purchased Shares shall be endorsed with the following legend:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED,
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED WITHIN THE UNITED STATES IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT OR AN EXEMPTION THEREFROM.
Section
1.4 Closing Conditions.
(a) Conditions
of the Purchaser for Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this
Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived by the
Purchaser in its sole discretion:
(i) The
Registration Rights Agreement between the Company and the Purchaser dated as of the date hereof, substantially in the form attached as
Exhibit A hereto (the “Registration Rights Agreement”), shall have been executed and delivered by the parties thereto.
(ii) All
corporate and other actions required to be taken by the Company (in the reasonable determination of the Purchaser) in connection with
the issuance and sale of the Purchased Shares shall have been completed.
(iii) The representations and
warranties of the Company contained in Section 2.1 of this Agreement that are qualified as to materiality or Material Adverse Effect
(as defined herein) shall have been true and correct on the date of this Agreement and on and as of the Closing Date, and any representations
or warranties not so qualified shall have been true and correct in all material respects on the date of this Agreement and on and as of
the Closing Date; and the Company shall have performed and complied in all material respects with all, and not be in breach or default
in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to
be performed or complied with on or before the Closing Date.
(iv) No
governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary,
preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, imposes any damages or penalties that are substantial
in relation to the Company, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement; and no action,
suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that
seeks to restrain, enjoin, prevent, prohibit, impose any damages or penalties that are substantial in relation to the Company, or otherwise
makes illegal the consummation of the transactions contemplated by this Agreement.
(v) From
and after the date hereof, no event or events shall have occurred, which, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect.
(vi) The Company shall have
delivered to the Purchaser a certificate, dated as of the Closing Date and signed by its Chief Executive Officer, certifying to the fulfillment
of the conditions specified in this Section 1.4(a).
(b) Conditions
of the Company. The obligation of the Company to issue and sell the Purchased Shares to be sold to and purchased by the Purchaser
as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions,
any of which may be waived in writing by the Company in its sole discretion:
(i) The
Registration Rights Agreement shall have been executed and delivered by the Purchaser.
(ii) All
corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchased Shares shall have been
completed.
(iii) The
representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct in
all material respects on the date of this Agreement and on and as of the Closing Date; and the Purchaser shall have performed and complied
in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions
and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.
(iv) No
governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary,
preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, imposes any damages or penalties that are substantial
in relation to the Company, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement; and no action,
suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that
seeks to restrain, enjoin, prevent, prohibit, impose any damages or penalties that are substantial in relation to the Company, or otherwise
makes illegal the consummation of the transactions contemplated by this Agreement.
ARTICLE
II
REPRESENTATIONS AND WARRANTIES
Section
2.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser, as
of the date hereof and as of the Closing Date, as follows:
(a) Organization
and Authority. The Company is a company duly incorporated as an exempted company with limited liability, validly existing and in good
standing under the laws of the Cayman Islands. The Company has all requisite power and authority to carry on its business as it is currently
being conducted. The Company has all necessary corporate power and authority to enter into this Agreement and to perform its obligations
hereunder. The execution and delivery by the Company of this Agreement and the performance of its obligations hereunder have been duly
authorized by all requisite action on the part of the Company and its shareholders. This Agreement constitutes the valid and legally binding
obligations of the Company, enforceable in accordance with its respective terms and conditions, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally,
and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(b) Capitalization.
(i) The
authorized share capital of the Company consists of 500,000,000 Shares, of which, as of the date of this Agreement, 14,006,250 Shares
are issued and outstanding. All issued and outstanding Shares of the Company are validly issued, fully paid and nonassessable. As of the
date of this Agreement, no Shares are held in treasury and no Shares are reserved for future issuance. There are no options, warrants
or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company
or any of its subsidiaries or obligating the Company or any of its subsidiaries to issue or sell any shares of capital stock of, or other
equity interests in, the Company or any of its subsidiaries. All Shares subject to issuance as aforesaid, upon issuance on the terms and
subject to the conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully
paid and nonassessable. There are no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem
or otherwise acquire any capital stock of the Company or any of its subsidiaries or to provide funds to, or make any investment (in the
form of a loan, capital contribution or otherwise) in, any subsidiary or any other Person. As used herein, “Person”
means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including, without limitation,
a “person” as defined in Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)),
trust, association or entity or government, political subdivision, agency or instrumentality of a government.
(ii) All
outstanding Shares and all outstanding awards under the Company’s stock plans and all outstanding shares of capital stock of each
of the Company’s subsidiaries have been issued and granted in compliance with (i) all applicable Securities Laws and other applicable
laws and (ii) all requirements set forth in applicable contracts. The Company or any of its subsidiaries has not issued any notes, bonds
or other debt securities, or any option, warrant or other right to acquire the same, of the Company or any of its subsidiaries. “Securities
Laws” means the United States Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act,
the listing rules of, or any listing agreement with Nasdaq Global Market and any other applicable law regulating securities or takeover
matters.
(c) Due
Issuance of the Purchased Shares. The Purchased Shares have been duly authorized and, when issued and delivered to and paid for at
Closing by the Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free and clear of any pledge,
mortgage, security interest, encumbrance, lien, charge, assessment, claim or restriction of any kind or nature, except for restrictions
arising under the “Securities Act” and upon delivery will transfer to the Purchaser good and valid title to the Purchased
Shares.
(d) Non-contravention.
Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate
any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government,
governmental entity or court to which the Company is subject, or (ii) conflict with, result in a breach of, constitute a default under,
result in the acceleration of or creation of an encumbrance under, create in any party the right to accelerate, terminate, modify, or
cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Company is
a party or by which the Company is bound or to which any of the Company’s assets are subject. There is no action, suit or proceeding,
pending or threatened against the Company that questions the validity of this Agreement or the right of the Company to enter into this
Agreement or to consummate the transactions contemplated hereby or thereby.
(e) Consents
and Approvals. Neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of
the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the consent,
approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any
third party, except such as have been obtained, made or given.
(f) Compliance
with Laws. The business of the Company is being conducted in material compliance with all laws applicable to the Company. As
used herein, “Material Adverse Effect” shall mean any event, fact, circumstance or occurrence that, individually or
in the aggregate with any other events, facts, circumstances or occurrences, results in or would reasonably be expected to result in a
material adverse change in or a material adverse effect on any of (i) the financial condition, assets, liabilities, results of operations,
business, or operations of the Company taken as a whole, except to the extent that any such Material Adverse Effect results from (x) the
public disclosure of the transactions contemplated hereby in accordance with the terms of this Agreement, (y) changes in generally accepted
accounting principles that are generally applicable to comparable companies, or (z) changes in general economic and market conditions
(provided, in the case of clause (z) that such changes do not affect any of the Company disproportionately as compared to any of the Company’s
competitors), or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement and to perform its material
obligations under this Agreement.
(g) SEC
Filings; Financial Statements.
(i) The
Company has filed or furnished, as applicable, all SEC Documents required to be filed or furnished by it with the United States Securities
and Exchange Commission (the “SEC”) and Nasdaq for the two years preceding the date hereof (or such shorter
period as the Company was required by law or regulation to file such material) pursuant to the applicable securities laws and stock exchange
rules. As of their respective filing or furnishing dates, or to the extent corrected by a subsequent restatement, the SEC Documents complied
in all material respects with the requirements of the Sarbanes-Oxley Act of 2002, the Securities Act, the Exchange Act or Nasdaq’s
rules, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and,
none of the SEC Documents, at the time they were filed or furnished, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(ii) The
financial statements (including any related notes) contained in the SEC Documents (collectively, the “Financial Statements”):
(a) were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent
basis throughout the periods covered thereby (except as may be otherwise indicated in such Financial Statements or the notes thereto,
or in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed to summary statements) and
(b) fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the respective
dates thereof and the consolidated results of operations and cash flows of the Company and the Subsidiaries for the periods covered thereby,
in each case except as disclosed therein or in the SEC Documents and as permitted under the Exchange Act.
(iii) The
Company has established and maintains a system of internal accounting controls that will be in compliance with the Exchange Act and sufficient
to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset
accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or
specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. Since the date of the latest audited financial statements of
the Company included or incorporated by reference in the SEC Documents, there has been no change in the Company’s internal control
over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting (other than as set forth in the SEC Documents).
(iv) There
is no transaction, arrangement, or other relationship between the Company (or any Subsidiary) and an unconsolidated or other off balance
sheet entity that is required to be disclosed by the Company in SEC Documents and is not so disclosed and would have or reasonably be
expected to result in a Material Adverse Effect.
(h) There
are no actions, suits, proceedings or arbitrations by or against the Company or its Subsidiaries pending (of which the Company or its
Subsidiaries has received notice or otherwise has knowledge) before any Governmental Authority (as defined below), or, to the Company’s
or any of its Subsidiaries’ knowledge, threatened to be brought by or before any Governmental Authority, that would have a Material
Adverse Effect. There is no unsatisfied judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding
against or any open injunction binding upon the Company or its Subsidiaries that would have a Material Adverse Effect. SEC has not issued
any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any of its Subsidiaries
under the Exchange Act or the Securities Act. As used herein, “Governmental Authority” means any federal, state, provincial,
local, municipal, foreign or other governmental or quasi-governmental authority, including any arbitrator and applicable securities exchanges,
or any department, minister, agency, commission, commissioner, board, subdivision, bureau, agency, instrumentality, court or other tribunal
of any of the foregoing.
(i) Since
September 30, 2022, (i) the Company and its Subsidiaries have carried on their respective businesses in the ordinary course, consistent
with past practice, and, there has not been any change, development, occurrence or event that have had or would reasonably be expected
to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities
(contingent or otherwise) other than (a) trade payables and accrued expenses incurred in the ordinary course of business consistent with
past practice and (b) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed
in filings made with SEC, (iii) the Company has not altered materially its method of accounting or the manner in which it keeps its accounting
books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders
or purchased, redeemed or made any agreements to purchase or redeem any shares of its share capital (other than in connection with repurchases
of unvested stock issued to employees of the Company), (v) the Company has not executed, amended or modified any material contract, and
(vi) the Company has not issued any equity securities to any officer, director or affiliate, except pursuant to existing Company stock
option or stock purchase plans or executive and director compensation arrangements disclosed in the SEC Documents. Except for the issuance
of the Purchased Shares, no event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or
their respective business, properties, operations or financial condition, that would be required to be disclosed by the Company under
applicable securities laws at the time this representation is made that has not been publicly disclosed.
(j) The
Company owns, possesses, licenses or has other rights to use, on reasonable terms, all patents, patent applications, trade and service
marks, trade and service mark applications and registrations, trade names, copyrights, licenses, inventions, trade secrets, technology,
know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the
Company’s business as now conducted or, to the Company’s knowledge, necessary for the Company’s business to be conducted
as described in the SEC Documents, free and clear of all material liens, security interests or encumbrances.
(k) All
material franchises, permits, licenses, consents and other permissions, authorizations, orders, filings, registrations, notifications,
certificates, clearances, qualifications and approvals (“Permits”), for carrying on the business of the Company described
in the SEC Documents, including all Permits required therefor by any applicable Regulatory Agency, have been obtained and are in full
force and effect, except as would not have a Material Adverse Effect. The Company has not been notified in writing that any such Permits
will be revoked or is incapable of renewal, except for any approvals required from the applicable Regulatory Agencies for the clinical
development or marketing of any of the Company’s product candidates that has not yet been initiated or where the failure to obtain
any such Permit would not have a Material Adverse Effect. As used herein, “Regulatory Agency” means all applicable
statutes, rules, regulations and policies of applicable regulatory authorities.
(l) Neither
the Company, nor to the Company’s knowledge, any director, officer, agent, employee or other person or entity acting on behalf of
the Company has, in the course of its actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended, the U.K. Bribery Act 2010, as amended, or any similar law or legislation; or made any unlawful bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.
(m) Neither
the Company, nor to the Company’s knowledge, any director, officer, agent, employee or other person or entity acting on behalf of
the Company is currently subject to any U.S. sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury
Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority.
(n) The
operations of the Company are and have been conducted at all times in compliance with applicable financial record-keeping and reporting
requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable
rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws
is pending or, to the Company’s knowledge, threatened.
(o)
The Company and its Subsidiaries are in compliance with all applicable laws and regulations relating to employment and employment practices,
terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the
aggregate, have or reasonably be expected to result in a Material Adverse Effect.
(p)
The Company and its Subsidiaries have good and marketable title to all real property owned by them. The Company and its Subsidiaries
have good and marketable title to all tangible personal property owned by them that is material to the business of the Company and its
Subsidiaries, taken as whole, in each case free and clear of all Liens except such as do not materially affect the value of such property
and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real property
and facilities held under lease by the Company and any of its Subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings
by the Company and its Subsidiaries.
(q) The
Company and each of the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as the Company believes to be prudent and customary in the businesses and locations in which the Company and the Subsidiaries
are engaged, including, but not limited to, directors and officers insurance coverage and clinical trial liability coverage. Neither the
Company nor any of its Subsidiaries has received any notice of cancellation of any such insurance, nor, to the Company’s knowledge,
will it or any Subsidiary be unable to renew their respective existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
(r) The
Company and each of its Subsidiaries (i) has accurately and timely prepared and filed all foreign, federal, state, county, and local income
and all other material return, statement, schedule, declaration, claim for refund, report, document or form filed or required to be filed
with respect to Taxes (as defined below), including any amendment, attachment and supplement thereof (“Tax Returns”)
required by any jurisdiction to which it is subject, (ii) has paid all material Taxes due and owing whether or not shown on such Tax Returns
and (iii) has set aside on its books provisions reasonably adequate for the payment of all Taxes for periods subsequent to the periods
to which such returns, reports or declarations apply, unless otherwise would not have a Material Adverse Effect.
(s) No
brokerage, finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other person or entity with respect to the transactions contemplated by this Agreement. The
Purchaser shall have no obligation with respect to any such fees or with respect to any claims made by or on behalf of other persons or
entities for fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated by this Agreement.
(t) Neither
the Company, nor to the Company’s knowledge, any director, executive officer or other officer of the Company, any beneficial owner
(as that term is defined in Rule 13d-3 under the Exchange Act) of 20% or more of the outstanding Ordinary Shares, calculated on the basis
of voting power, any “promoter” (as that term is defined in Rule 405 under the Securities Act) connected with the Company
in any capacity at the date hereof, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)
to (viii) under the Securities Act (a “Disqualification Event”), and the Company has exercised reasonable care in determining
the foregoing. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) and has furnished
to the Purchaser a copy of any such disclosures and will notify the Purchaser of the occurrence of any Disqualification Event occurring
subsequent to the date hereof and prior to the Closing. The Company is not for any other reason disqualified from reliance upon Regulation
D for purposes of the transactions contemplated hereby. The Company is not a “shell company” (as defined in Rule 12b-2 under
the Exchange Act).
(u) The
Company is not and, following the Closing, will not be required to register as an investment company under the Investment Company Act
of 1940, as amended.
(v) The
Company acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm’s length Purchaser with respect to
this Agreement and the transactions contemplated hereby and thereby. The Company further acknowledges that no Purchaser is acting as a
financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated
hereby and thereby and any advice given by any such Purchaser or any of their respective representatives or agents in connection with
this Agreement and the transactions contemplated hereby and thereby is merely incidental to the Purchaser’s purchase of the Shares.
(w)
There are no outstanding loans, advances (except advances for business expenses in the ordinary course of business) or guarantees of indebtedness
by the Company or any affiliate of the Company to or for the benefit of any of the officers or directors of the Company or any affiliate
of the Company or any of their respective family members that are required to be disclosed and have not been disclosed in the SEC Documents.
(x)
The Company acknowledges and agrees that, notwithstanding anything herein to the contrary, the Purchased Shares may be pledged by the
Purchaser in connection with a bona fide margin agreement, which shall not be deemed to be a transfer, sale or assignment of the Purchased
Shares hereunder, and such Purchaser effecting a pledge of Purchased Shares shall not be required to provide the Company with any notice
thereof or otherwise make any delivery to the Company pursuant to this Agreement, provided such pledge shall be effected in compliance
with the Securities Act and the rules and regulations promulgated thereunder. The Company hereby agrees to execute and deliver such documentation
as a pledgee of the Purchased Shares may reasonably request in connection with a pledge of the Purchased Shares to such pledgee by such
Purchaser.
(y)
The Company meets the registration and transaction requirements for use of Form F-3 for the registration of the Purchased Shares for resale
by the Purchaser.
(z) The
Company is not a “passive foreign investment company” (a “PFIC”), as defined in the U.S. Internal Revenue Code
of 1986, as amended (the “Code”). Immediately following the Closing, the Company will not be a PFIC. The Company has no plan
or intention to take any action that would result in the Company becoming a PFIC for the current year or any future year.
Section
2.2 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company,
as of the date hereof and as of the Closing Date, as follows:
(a) Due
Formation. The Purchaser is a company duly incorporated as an exempted company with limited liability, validly existing and in good
standing under the laws of the Cayman Islands, with full power and authority to own and operate and to carry on its business in the places
and in the manner as currently conducted.
(b) Authority.
The Purchaser has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document
and instrument to be executed and delivered by the Purchaser pursuant to this Agreement and to perform its obligations hereunder. The
execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder have been
duly authorized by all requisite actions on its part.
(c) Valid
Agreement. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation
of the Purchaser, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(d) Consents.
Neither the execution and delivery by the Purchaser of this Agreement nor the consummation by it of any of the transactions contemplated
hereby nor the performance by the Purchaser of this Agreement in accordance with its terms requires the consent, approval, order or authorization
of, or registration with, or the giving of notice to, any governmental or public body or authority or any third party, except as have
been obtained, made or given.
(e) No
Conflict. Neither the execution and delivery by Purchaser of this Agreement, nor the consummation by it of any of the transactions
contemplated hereby, nor compliance by Purchaser with any of the terms and conditions hereof will contravene any existing agreement, federal,
state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, Purchaser.
(f) Status
and Investment Intent.
(i) Experience.
The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and
risks of its investment in the Purchased Shares. The Purchaser is capable of bearing the economic risks of such investment, including
a complete loss of its investment.
(ii) Purchase
Entirely for Own Account. The Purchaser is acquiring the Purchased Shares that it is purchasing pursuant to this Agreement for investment
for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition
thereof. The Purchaser does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding
the distribution of the Shares in violation of the Securities Act or any other applicable state securities law.
(iii) Restricted
Securities. The Purchaser acknowledges that the Purchased Shares are “restricted securities” that have not been registered
under the Securities Act or any applicable state securities law. The Purchaser further acknowledges that, absent an effective registration
under the Securities Act, the Purchased Shares may only be offered, sold or otherwise transferred (i) to the Company, (ii) outside the
United States in accordance with Rule 904 of Regulation S under the Securities Act or (iii) pursuant to an exemption from registration
under the Securities Act.
(iv) No
Broker. No broker, investment banker or other person is entitled to any broker’s, finder’s or other similar fee or commission
in connection with the execution and delivery of this Agreement or the Registration Rights Agreement or the consummation of any of the
transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.
ARTICLE
III
COVENANTS
Section
3.1 Lock-Up. The Purchaser agrees that it will not, without the prior written consent of the Company, (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right
or warrant for the sale of, lend or otherwise dispose of or transfer any of the Purchased Shares or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any
of the Purchased Shares prior to the date 45 days after the Closing Date, except to a direct or indirect wholly-owned subsidiary of the
Purchaser that shall be bound by this Agreement as if such subsidiary were a party (“Related Transferee”).
Section
3.2 CSRC Filings Assistance. The Purchaser understands that the Company may be required to be filed with China Securities
Regulatory Commission (“CSRC”) in respect of the transaction under this Agreement within three days following the Closing.
The Purchaser agrees to provide the Company with the information or assistance necessary to complete the above CSRC filings.
Section
3.3 Resale Registration Statement. After the Closing, the Company shall file a Resale Registration Statement with
SEC in accordance with the Registration Rights Agreement between the Company and the Purchaser dated as of the date hereof.
Section
3.4 Passive Foreign Investment Company. The Company will use commercially reasonable efforts to avoid classification
as a PFIC for the current year or any subsequent year. The Company agrees to make available to the Purchaser upon request, the books and
records of the Company and to provide information to the Purchaser pertinent to the Company’s status or potential status as a PFIC.
Upon a determination by the Company, the Purchaser or any taxing authority that the Company has been or is likely to become a PFIC, the
Company will provide the Purchaser with all information reasonably available to it to the Purchaser to (i) accurately prepare all tax
returns and comply with any reporting requirements as a result of such determination and (ii) make any election (including, without limitation,
a “qualified electing fund” election under Section 1295 of the Code), with respect to the Company, and comply with any reporting
or other requirements incident to such election. If a determination is made by the Company, the Purchaser or any taxing authority that
the Company is a PFIC for a particular year, then for such year and for each year thereafter, the Company will also provide the Purchaser,
and its Affiliates if so requested by the Purchaser, with a completed “PFIC Annual Information Statement” as required by Treasury
Regulation Section 1.1295-1(g) and otherwise comply with applicable Treasury Regulation requirements. The Company will promptly notify
the Purchaser of any assertion by the Internal Revenue Service that the Company is or is likely to become a PFIC.
ARTICLE
IV
ADDITIONAL AGREEMENTS
Section
4.1 Rights to Purchase New Voting Securities
(a) In
the event that the Company proposes to issue new Voting Securities, the Purchaser shall have the right to purchase, in lieu of the Person
to whom the Company proposed to issue such new Voting Securities, in accordance with paragraph (b) below, a number of shares of new Voting
Securities equal to the product of (i) the total number or amount of shares of new Voting Securities which the Company proposes to issue
at such time and (ii) a fraction, the numerator of which shall be the total number of Shares in the Company which the Purchaser owns at
such time, and the denominator of which shall be the total number of Shares of the Company then outstanding (prior to the issuance of
new Voting Securities). The rights given by the Company under this Section 4.1(a) shall terminate if unexercised within thirty (30) days
after receipt of the Notice of Issuance referred to in paragraph (b) below.
(b) In
the event that the Company proposes to undertake an issuance of new Voting Securities, it shall give written notice (a “Notice
of Issuance”) of its intention to the Purchaser, describing all material terms of the new Voting Securities, the price and all
material terms upon which the Company proposes to issue such new Voting Securities. The Purchaser shall have thirty (30) days from the
date of the Notice of Issuance to agree to purchase its pro rata share of such new Voting Securities (as determined pursuant to
paragraph (a) above) for the same consideration and otherwise upon the terms specified in the Notice of Issuance by giving written notice
to the Company, and stating therein the quantity of new Voting Securities to be purchased by the Purchaser. Upon the expiry of such thirty
(30) day period, if the Purchaser has not provided such written notice to the Company, it shall be deemed to have refused to participate
in the offering of new Voting Securities and the Company may issue such new Voting Securities to any other Person, as determined by the
Company’s board.
ARTICLE
V
MISCELLANEOUS
Section
5.1 Survival of the Representations and Warranties. All representations and warranties made by any Party shall survive
for two years and shall terminate and be without further force or effect on the second anniversary of the date hereof, except as to (i)
any claims thereunder which have been asserted in writing pursuant to Section 5.4 below against the Party making such representations
and warranties on or prior to such second anniversary, and (ii) the Company’s representations contained in Section 2.1(a), (b)
and (c) hereof, each of which shall survive indefinitely.
Section
5.2 Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any
time prior to Closing, (i) by mutual agreement of the Parties, (ii) by any Party in the event that the Closing has not occurred by March
1st, 2024 (the “Termination Date”), provided, however, that the right to terminate this Agreement
pursuant to this clause (ii) shall not be available to any Party whose willful breach of this Agreement has resulted in the failure of
the Closing to occur on or before the Termination Date. Nothing in this Section 5.2 shall be deemed to release any Party from any liability
for any breach of this Agreement prior to the effective date of such termination and after the effective date of such termination the
Parties shall continue to be bound by the provisions of Section 5.3 (Indemnification).
Section
5.3 Scope of Indemnification. Each of the Company and the Purchaser (an “Indemnifying Party”)
shall indemnify and hold each other and their directors, officers and agents (collectively, the “Indemnified Party”)
harmless from and against any losses, claims, damages, liabilities, judgments, fines, obligations, expenses and liabilities of any kind
or nature whatsoever, including but not limited to any investigative, legal and other expenses incurred in connection with, and any amounts
paid in settlement of, any pending or threatened legal action or proceeding, but excluding consequential damages, special or incidental
damages, indirect damages, punitive damages, lost profits, and diminution in value (collectively, “Losses”) resulting
from or arising out of: (i) the breach of any representation or warranty of such Indemnifying Party contained in this Agreement or in
any schedule or exhibit hereto; or (ii) the violation or nonperformance, partial or total, of any covenant or agreement of such Indemnifying
Party contained in this Agreement for reasons other than gross negligence or willful misconduct of such Indemnified Party. Notwithstanding
the foregoing, the Indemnifying Party shall have no liability (for indemnification or otherwise) with respect to any Losses in excess
of the aggregate total of the Purchase Price. In calculating the amount of any Losses of an Indemnified Party hereunder, there shall be
subtracted the amount of any insurance proceeds and third-party payments received by the Indemnified Party with respect to such Losses,
if any.
Section
5.4 Notice of Claims; Procedures. If an Indemnified Party makes any claim against an Indemnifying Party for indemnification,
the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. In the event
of any claim or demand asserted against an Indemnified Party by a third party upon which the Indemnified Party may claim indemnification,
the Indemnifying Party shall give written notice to the Indemnified Party within 30 days after receipt from the Indemnified Party of the
claim referred to above, indicating whether such Indemnifying Party intends to assume the defense of the claim or demand. If an Indemnifying
Party assumes the defense, such Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, 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. If the Indemnifying Party elects not to assume the defense or fails to make such an election
with the 30-day period, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim; 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.
Section
5.5 Governing Law; Jurisdiction. This Agreement shall be governed and interpreted in accordance with the laws of
the State of New York without giving effect to the conflicts of law principles thereof. Each of the Parties hereto (a) irrevocably and
unconditionally submits to the exclusive jurisdiction of the courts of the State of New York and any court of the United States located
in the Borough of Manhattan in New York City with respect to all actions and proceedings arising out of or relating to this Agreement
and the transactions contemplated hereby, (b) agrees that all claims with respect to any such action or proceeding shall be heard and
determined in such courts and agrees not to commence any action or proceeding relating to this Agreement or the transactions contemplated
hereby except in such courts, (c) irrevocably appoints [•] as agent upon whom process may be served in any such action or proceeding
(d) irrevocably and unconditionally waives any objection to the laying of venue of any action or proceeding arising out of this Agreement
or the transactions contemplated hereby and irrevocably and unconditionally waives the defense of an inconvenient forum, and (e) agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.
Section
5.6 Amendment. This Agreement shall not be amended, changed or modified, except by another agreement in writing executed
by the Parties hereto.
Section
5.7 Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, each of the Company and the
Purchaser and their respective heirs, successors and permitted assigns and legal representatives.
Section
5.8 Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by
the Company or the Purchaser without the express written consent of the other Parties, except that the Purchaser may assign all or any
of its rights and obligations hereunder to any Affiliate of Purchaser without the consent of the other Parties, provided that no such
assignment shall relieve the Purchaser of its obligations hereunder if such assignee does not perform such obligations. Any purported
assignment in violation of the foregoing sentence shall be null and void.
Section
5.9 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and
shall be deemed to have been duly given on the date of actual delivery if delivered personally to the Party or Parties to whom notice
is to be given, on the date sent if sent by telecopier, tested telex or prepaid telegram, on the next business day following delivery
to Federal Express properly addressed or on the day of attempted delivery by the U.S. Postal Service if mailed by registered or certified
mail, return receipt requested, postage paid, and properly addressed as follows:
| If to the Purchaser, at: |
Address: Building 2, 101/201 |
| |
1 Kechuang Road |
| |
Qixia District, Nanjing |
| |
Jiangsu Province, China 210046 |
| |
Attn: Kai Lv |
| |
Email: lvkai@austinelec.com |
| |
|
| If to the Company, at: |
Address: UNIT 2, LG 1, MIRROR TOWER 61 MODY
ROAD, TSIM SHA TSUI, KOWLOON |
| |
Attn: Ruping Wang |
| |
Email: 13952095903@139.com |
Any Party may change its address for purposes of
this Section 5.9 by giving the other Parties hereto written notice of the new address in the manner set forth above.
Section
5.10 Entire Agreement. Except pursuant to Section 3.1 with respect to a Related Transferee, this Agreement
constitutes the entire understanding and agreement between the Parties hereto with respect to the matters covered hereby, and all prior
agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and
superseded by this Agreement.
Section
5.11 Severability. If any provisions of this Agreement shall be adjudicated to be illegal, invalid or unenforceable
in any action or proceeding whether in its entirety or in any portion, then such provision shall be deemed amended, if possible, or deleted,
as the case may be, from the Agreement in order to render the remainder of the Agreement and any provision thereof both valid and enforceable,
and all other provisions hereof shall be given effect separately therefrom and shall not be affected thereby.
Section
5.12 Fees and Expenses. Except as otherwise provided in this Agreement, the Company and the Purchaser shall bear
their respective expenses incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions
contemplated hereby, including fees and expenses of attorneys, accountants, consultants and financial advisors, whether or not the Closing
has occurred.
Section
5.13 Public Announcements. None of the Parties to this Agreement shall make, or cause to be made, any press release
or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any
news media without the prior written consent of the other Parties unless otherwise required by Securities Law or other applicable law,
and the Parties to this Agreement shall cooperate as to the timing and contents of any such press release, public announcement or communication.
Section
5.14 Specific Performance. The Parties hereto agree that irreparable damage would occur in the event any provision
of this Agreement was not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance
of the terms hereof, in addition to any other remedy at law or equity.
Section
5.15 Headings. The headings of the various articles and sections of this Agreement are inserted merely for the purpose
of convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated.
Section
5.16 Execution in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may
be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but
one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have caused this
Agreement to be executed as of the day and year first above written.
| |
By: |
/s/ Tao Ling |
| |
|
Name: |
Tao Ling |
| |
|
Title: |
Authorized Signatory |
| |
|
|
|
| |
By: |
/s/ Ruping Wang |
| |
|
Name: |
Ruping Wang |
| |
|
Title: |
Authorized Signatory |
[SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT]
Exhibit A
Form of Registration Rights Agreement
Exhibit 99.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS
AGREEMENT (the “Agreement”) is made and entered into as of January 31st, 2024, by and among Ostin Technology
Group Co., Ltd., a Cayman Islands exempted company (the “Company”) and MIDEA INTERNATIONAL CO., LIMITED, a Hong Kong
company (the “Purchaser”). Terms used but not otherwise defined herein shall have the meanings assigned to them in
that certain Subscription Agreement dated as of January 31st, 2024 (the “Subscription Agreement”) by and
among the Company and the Purchaser.
RECITALS
WHEREAS, the Company and the
Purchaser are parties to the Subscription Agreement, pursuant to which the Company will issue and sell, and the Purchaser will purchase
2,800,000 Ordinary Shares of the Company, par value US$0.0001 per share (the “Purchased Shares”), subject to the terms
and conditions thereof; and
WHEREAS, in connection with
the consummation of the transaction contemplated by the Subscription Agreement and pursuant to the terms of the Subscription Agreement,
the parties hereto desire to enter into this Agreement in order to grant certain registration rights to the Purchaser as set forth below.
NOW, THEREFORE, in consideration
of the foregoing premises, mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
AGREEMENT
As used in this Agreement,
the following terms shall have the following meanings:
| (a) | “Agreement” has the meaning set forth in the preamble.
|
| (b) | “Commission” means the Securities and Exchange Commission
or any other federal agency administering the Securities Act and the Exchange Act at the time. |
| (c) | “Ordinary Shares” means the ordinary shares issued by
the Company; par value US$0.0001 per share. |
| (d) | “Company” has the meaning set forth in the preamble and
includes the Company’s successors by merger, acquisition, reorganization or otherwise. |
| (e) | “Exchange Act” means the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder. |
| (f) | “Governmental Authority” means any federal, state, local
or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision,
or any self-regulated organization or other non-governmental regulatory authority
or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force
of law), or any arbitrator, court, or tribunal of competent jurisdiction. |
| (g) | “Subscription Agreement” has the meaning set forth in
the preamble. |
| (h) | “Rule 144” means Rule 144 under the Securities Act or
any successor rule thereto. |
| (i) | “Securities Act” means the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder. |
| (j) | “Registrable Securities” means the Purchased Shares and
additional Ordinary Shares obtained by the Purchaser through (i) any stock split, stock dividend or any similar issuance in respect of
the Purchased Shares and (ii) any permitted acquisition of additional Ordinary Shares by the Purchaser pursuant to the provisions of the
Subscription Agreement. |
Notwithstanding the foregoing, “Registrable
Securities” shall exclude any Registrable Securities sold by a person in a transaction in which rights under this Agreement
are not expressly assigned in accordance with this Agreement, or any Registrable Securities sold in a public offering, whether sold pursuant
to the Securities Act, or in a registered offering, or otherwise.
| (k) | The number of “the Outstanding Registrable
Securities” means the number of Ordinary Shares held by the Holders which are Registrable Securities. |
| (l) | “Holders” means the Purchaser, and any permitted
assignee of the Registrable Securities to whom rights under this Agreement have been duly assigned in accordance with this
Agreement. |
| (m) | “Form F-3” means any such form under the Securities
Act being in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the
Commission. Such form permits the inclusion or incorporation of substantial information by reference to other documents filed by the
Company with the Commission. |
Subject to Section 9 of this
Agreement, if the Company shall receive a written request from the Holders that the Company file a registration statement under the
Securities Act (other than on Form F-3) covering the registration of all or a portion of the Registrable Securities pursuant to this
Section 2, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such
request (“Request Notice”) to the Holders, and use its commercially reasonable efforts to effect, as soon as
practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and
included in such registration by written notice given by the Holders to the Company
within ten (10) days after receipt of the Request Notice, subject only to the limitations set forth in this Section 2.
| (b) | Underwritten offering. |
If the Holder initiating the registration
request under this Section 2 (“Initiating Holder”) intends to distribute the Registrable Securities covered by its
request by means of an underwritten offering, then it shall so advise the Company as a part of its request made pursuant to this Section
2 and the Company shall include such information in the Request Notice. In such an event, the right of the Holders to include their Registrable
Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of
such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by such Holders) to the extent provided
herein. The Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting
agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority
of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section
2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten,
then the Company shall so advise the Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto,
and the number of Registrable Securities that may be included in the underwritten offering shall be reduced as required by the underwriter
and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of the Registrable Securities then
outstanding held by the Holders requesting registration (including the Initiating Holder); provided, however, that the number
of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities
(other than Registrable Securities) the right of the underwriter to exclude shares (including Registrable Securities) from the registration
and underwriting as described above shall be restricted so that all shares that are not Registrable Securities and are held by any other
person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company)
shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If any Holders disapproves
of the terms of any such underwriting, such Holders may elect to withdraw therefrom by written notice to the Company and the underwriter,
which notice shall be delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable
Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.
| (c) | Maximum Number of Demand Registrations |
The Company shall not be obligated to
effect more than three (3) such demand registration requested by the Initiating Holder pursuant to this Section 2; provided, that
a registration requested pursuant to this Section 2 shall not be deemed to have been effected for purposes of this Section 2(c) unless
(i) it has been declared effective by the Commission, (ii) it has remained effective for the period set forth in Section 5(a),
and (iii) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order
or requirement of the Commission (other than any such stop order, injunction, or other requirement of the Commission prompted by act or
omission of the Holders of Registrable Securities).
Notwithstanding the foregoing, if the
Company shall furnish to the Holders requesting registration pursuant to this Section 2, a certificate signed by a director of the Company
stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such
registration statement to be filed at such time, then the Company shall have the right to defer such filing for a period of not more than
sixty (60) days after receipt of the request of the Initiating Holder; provided, however, that the Company may not utilize
this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other Ordinary
Shares during such deferral period. A demand right shall not be deemed to have been exercised until such deferred registration shall have
been effected.
All expenses incurred in connection with
any registration, pursuant to this Section 2, including without limitation all federal and “blue sky” registration, filing
and qualification fees, printer’s and accounting fees, and fees and disbursements of counsel for the Company, shall be borne by
the Company. The Holders participating in a registration pursuant to this Section 2 shall bear its proportionate share (based on the total
number of shares sold in such registration other than for the account of the Company) of all discounts, commissions, or other amounts
payable to underwriters or brokers (if any), and the Holders’ legal fees, in connection with such offering by the Holders. Notwithstanding
the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding began pursuant to this Section
2 if the registration request is subsequently withdrawn at the request of the Holders of the Registrable Securities to be registered,
unless the Holders of the Outstanding Registrable Securities agree that such registration constitutes the use by the Holders of one (1)
demand registration pursuant to Section 2; provided, further, however, that if at the time of such withdrawal, the
Holders have learned of a material adverse change in the condition, business, or prospects of the Company not known to the Holders at
the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning
of such material adverse change, then the Holders shall not be required to pay any of such expenses and such registration shall not constitute
the use of a demand registration pursuant to this Section 2.
| 3. | Piggyback Registrations |
Subject to Section 9 of this Agreement,
the Company shall notify the Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement
under the Securities Act for purposes of effecting a public offering of securities of the Company and shall afford the Holders an opportunity
to include in such registration statement all or any part of the Registrable Securities then held by the Holders. The Holders desiring
to include in any such registration statement all or any part of the Registrable Securities held by the Holders shall within twenty (20)
days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the
Company of the number of Registrable Securities such Holders wishes to include in such registration statement. If the Holders decide not
to include all of their Registrable Securities in any registration statement thereafter filed by the Company, the Holders shall nevertheless
continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as
may be filed by the Company with respect to offerings of their securities, all upon the terms and conditions set forth herein.
| (b) | Underwritten offering. |
If a registration statement under which
the Company gives notice under this Section 3 is for an underwritten offering, then the Company shall so advise the Holders. In such
event, the right of the Holders’ Registrable Securities to be included in a registration pursuant to this Section 3 shall be conditioned
upon the Holders’ participation in such underwritten offering and the inclusion of the Holders’ Registrable Securities in
the underwriting to the extent provided herein. The Holders proposing to distribute their Registrable Securities through such underwritten
offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such
underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter determines in good faith that marketing
factors require a limitation of the number of shares to be underwritten, then the managing underwriter may exclude shares from the registration
and the underwritten offering and the number of shares that may be included in the registration and the underwritten offering shall be
allocated, first to the Company, and second, to the Holders of other securities of the Company; provided, however,
that the right of the underwriter to exclude Ordinary Shares (including Registrable Securities) from the registration and underwritten
offering as described above shall be restricted so that all shares that are not Registrable Securities and are held by any other person,
including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company) shall
first be excluded from such registration and underwritten offering before any Registrable Securities are so excluded. If any Holders
disapproves of the terms of any such underwriting, such Holders may elect to withdraw therefrom by written notice to the Company and
the underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable
Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.
All expenses incurred in connection with
a registration pursuant to this Section 3 (excluding underwriters’ and brokers’ discounts and commissions relating to shares
sold by the Holders and legal-fees of counsel for the Holders), including, without limitation all federal and “blue sky” registration,
filing and qualification fees, printer’s and accounting fees, and fees and disbursements of counsel for the Company, shall be borne
by the Company.
| (d) | Not Demand Registration |
Registration pursuant to this Section
3 shall not be deemed to be a demand registration as described in Section 2 above. Except as otherwise provided herein, there shall be
no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.
| (a) | Notice and Registration |
Subject to Section 9
of this Agreement, in case the Company shall, at any time, receive from any Holder or Holders of a majority of all the Outstanding Registrable
Securities a written request that the Company effect a registration on Form F-3 and any related qualification or compliance with respect
to all or a part of the Registrable Securities owned by such Holders, then the Company will: (i) promptly give written notice of the proposed
registration and the Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable
Securities; and (ii) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested
and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are
specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request
as are specified in a written request given within twenty (20) days after the Company provides the notice contemplated by Section 4(a)(i)
above.
The Company shall pay
all expenses incurred in connection with each registration requested pursuant to this Section 4 (excluding underwriters’ or brokers’
discounts and commissions relating to shares sold by the Holders and legal fees of counsel for the Holders), including without limitation
federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, and fees and disbursements
of counsel for the Company.
Notwithstanding the
foregoing, if the Holders of a majority of the Outstanding Registrable Securities request the filing of a registration statement pursuant
to this Section 4 and the Company furnishes to such Holders a certificate signed by a director of the Company stating that in the good
faith judgment of the Board, it would be materially detrimental
to the Company and its shareholders for such registration statement to be filed, then the Company shall have the right to defer such filing
for a period of not more than sixty (60) days after receipt of the request of the initiating Holders; provided, however, that the Company
may not utilize this right more than once in any twelve (12) month period.
| (d) | Not Demand Registration |
Form F-3 registrations
pursuant to this Section 4 shall not be deemed to be demand registrations as described in Section 2 above. Except as otherwise provided
herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section
4.
| 5. | Obligations of the Company |
Whenever required to effect
the registration of any Registrable Securities under this Agreement, the Company shall, as expeditiously as reasonably possible:
| (a) | Registration Statement |
prepare and file with the Commission a
registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration
statement to become effective and keep such registration statement effective for a period of time required for the disposition of such
Registrable Securities by the Holders thereof, provided, however, that the Company shall not be required to keep any such
registration statement effective for more than ninety (90) days;
| (b) | Amendments and Supplements |
prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may
be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration
statement;
furnish to the Holders such number of
conformed copies of the applicable registration statement and each such amendment and supplement thereto (including in each case all exhibits),
and copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other
documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included
in such registration;
use its commercially reasonable efforts
to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions
as shall be reasonably requested by the Holders, provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process
in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required
by the Securities Act;
in the event of any underwritten public
offering, enter into and perform its obligations under an underwriting agreement in usual and customary form, with the managing underwriter
of such offering. If the Holders participating in such underwriting, it shall also enter into and perform its obligations under such an
agreement;
notify the Holders of Registrable Securities
covered by such registration statement at any time (i) when a prospectus relating thereto is required to be delivered under the Securities
Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, (ii) of the issuance by the Commission of any stop order suspending
the effectiveness of such registration statement or the initiation of any proceedings for that purpose, (iii) of the receipt by the Company
or its legal counsel of any notification with respect to the suspension of the qualification of the Ordinary Shares for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose, and (iv) of any request by the Commission for amendments or supplements
to such Registration Statement or the prospectus included therein or for additional information;
| (g) | Post-Effective Amendments |
upon the occurrence of any event contemplated
by Section 5(f)(i) above, promptly prepare a post-effective amendment to such registration statement or a supplement to the related prospectus
or file any other required document so that, as thereafter delivered to the Holders, the prospectus will not contain an untrue statement
of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading. If the Company notifies the Holders in accordance with Section 5(f)(i) above to suspend the use of the
prospectus until the requisite changes to the prospectus have been made, then the Holders shall suspend use of such prospectus and use
their reasonable efforts to return to the Company all copies of such prospectus (at the Company’s expense) other than permanent
file copies then in such Holders’ possession, and the period of effectiveness of such registration statement provided for above
shall be extended by the number of days from and including the date of the giving of such notice to the date Holders shall have received
such amended or supplemented prospectus pursuant to this Section 5(g);
| (h) | Opinion and Comfort Letter |
furnish, at the request of the Holders
requesting registration of Registrable Securities, on the date that such Registrable Securities is delivered to the underwriter for sale,
if such securities are being sold through underwriter, or, if such securities are not being sold through underwriter, on the date that
the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing
the Company for the purposes of such registration, in form and substance as is customarily given to underwriter in an underwritten public
offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriter, if
any, and to the Holders requesting registration of Registrable Securities and (ii) a “comfort” letter dated as of such date,
from the independent certified auditors of the Company, in form and substance as is customarily given by independent certified auditors
to underwriter in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration,
addressed to the underwriter, if any, and to the Holders requesting registration of Registrable Securities;
| (i) | Compliance with Securities Law |
otherwise use its reasonable efforts to
comply with all applicable rules and regulations of the Commission, and make available to the Company’s security Holders, as soon
as reasonably practicable but no later than fifteen (15) months after the effective date of the registration statement, an earnings statement
covering a period of twelve (12) months beginning after the effective date of the registration statement, in a manner which satisfies
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
use its commercially reasonable efforts
to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are
listed, provided that the applicable listing requirement are satisfied;
make reasonably available for inspection
by the single representative of the Holders, any underwriter participating in any disposition pursuant to such Registration Statement
and any attorney, accountant or other agent retained by such representative or any such underwriter all relevant financial and other records,
pertinent corporate documents and properties of the Company and cause the Company’s officers, directors and employees to supply
all relevant information reasonably requested by such representative or any such underwriter, attorney, accountant or agent in connection
with the registration; and
use reasonable efforts to procure the
cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to
the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders
or the underwriter.
It shall be a condition precedent
to the obligations of the Company to take any action pursuant to Sections 2, 3 or 4 that the selling Holders shall furnish to the Company
such information regarding themselves, the Registrable Securities held by it, and the intended method of disposition of such securities
as shall be required to timely effect the registration of their Registrable Securities.
In the event any Registrable
Securities are included in a registration statement under Section 2, 3 or 4:
To the extent permitted by applicable
law, the Company will, with respect to any Registrable Securities covered by a registration statement, or as to which registration, qualification
or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless the
Holders, the Holders’ officers, directors, partners, managers, shareholders, accountants, attorneys, agents and employees, and each
Person, if any, controlling such Holders within the meaning of Section 15 of the Securities Act, against any losses, claims, damages,
or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively a “Violation”):
| (i) | any untrue statement or alleged untrue statement of a material fact contained
in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements
thereto; |
| (ii) | the omission or alleged omission to state therein a material fact required
to be stated therein, or necessary to make the statements therein not misleading, or |
| (iii) | any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act
or any federal or state securities law in connection with the offering covered by such registration statement; |
and the Company will reimburse each such
Holders, partner, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as incurred,
in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity
agreement contained in Section 7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company
be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon
a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such
registration by such Holders, partner, officer, director, underwriter or controlling person of such Holders.
To the extent permitted by law, each Holders
will, if Registrable Securities held by such Holders are included in the securities as to which registration or qualification or compliance
under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable
Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and
employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Holders
Indemnified Parties”), against any losses, claims, damages or liabilities (joint or several) to Holders Indemnifier Parties,
insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information
furnished by such Holders expressly for use in connection with such registration; and each such Holders will reimburse any legal or other
expenses reasonably incurred by the Holders Indemnified Parties in connection with investigating or defending any such loss, claim, damage,
liability or action: provided, however, that the indemnity agreement contained in this paragraph 7(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of
the Holders, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in
indemnity by a Holders under this paragraph 7(b) in respect of any Violation shall not exceed the net proceeds received by such Holders
in the registered offering out of which such Violation arises.
If the indemnification provided for in
this Section 7 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute
to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion
as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which
resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative
fault of such indemnifying party and indemnified parties shall be determined
by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party
or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above
shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation
or proceeding. If the allocation provided in this paragraph (c) is not permitted by applicable law, the parties shall contribute based
upon the relevant benefits received by the Company from the initial offering of the Registrable Securities on the one hand and the net
proceeds received by the Holders from the sale of the Registrable Securities on the other.
The parties hereto agree that it would
not be just and equitable if contribution pursuant to this Section 7(c) were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person
(as defined in the Exchange Act) guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
Promptly after receipt by an indemnified
party under this Section 7 of notice of the commencement of any action (including any governmental action), such indemnified party will,
if a claim in respect thereof is to be made against any indemnifying party under this Section 7, deliver to the indemnifying party a written
notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory
to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying
party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented
by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement
of any such action shall relieve such indemnifying party of liability to the indemnified party under this Section 7 to the extent the
indemnifying party is prejudiced as a result thereof, but the omission so to deliver written notice to the indemnified party will not
relieve it of any liability that it may have to any indemnified party otherwise than under this Section 7.
The obligations of the Company and the
Holders under this Section 7 shall survive until the fifth anniversary of the completion of any offering of Registrable Securities in
a registration statement, regardless of the expiration of any statutes of limitation or extensions of such statutes.
| 8. | No Registration Rights to
Third Parties |
Without the prior written
consent of the Holders of a majority in interest of the Outstanding Registrable Securities, the Company covenants and agrees that it shall
not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar
to the demand, “piggyback” or Form F-3 registration rights described in this Agreement, or otherwise) relating to shares or
any other voting securities of the Company, other than rights that are subordinate in right to the Holders.
| 9. | Exercise of Registration Rights
by the Holders |
Prior to the date that is
forty-five (45) days after the date of the First Closing, the Company shall have no obligations pursuant to Sections 2, 3 and 4 of this
Agreement with respect to any Registrable Securities proposed to be sold by a Holders in a registration statement pursuant to Section
2, 3 or 4.
The registration rights under
this Agreement may be assigned by any Holders; provided however that:
| (a) | no party may be assigned any of such rights unless the Company is given
written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the
securities of the Company as to which the rights in question are being assigned; and |
| (b) | any such assignee shall receive such assigned rights subject to the terms
and conditions of this Agreement, including without limitation the provisions in this Section 10. |
| 11. | Reports Under the Exchange
Act |
With a view to making available
to the Holders the benefits of Rule 144, the Company agrees to, for as long as a Holders owns Registrable Securities, the Company will
use its commercially reasonable efforts to:
| (a) | make and keep public information available, as those terms are understood
and defined in Rule 144, at all times after the date hereof; |
| (b) | file with the Commission in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements);
and |
| (c) | furnish to any Holders, so long as the Holders owns any Registrable Securities,
forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities
Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 (at any time
after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents
of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the Commission that permits the selling
of any such securities without registration or pursuant to such form. |
| 12. | Termination of the Company’s
Obligations |
The Company shall have no
obligations pursuant to Sections 2, 3 and 4 with respect to any Registrable Securities proposed to be sold by a Holders in a registration
pursuant to Section 2, 3 or 4 (i) at such date after the date hereof at which such Holders, (A) can sell all shares held by it in compliance
with Rule 144(k) or (B) holds one percent (1%) or less of the Company’s Outstanding Ordinary Shares and all Registrable Securities
held by such Holders (together with any affiliate of the Holders with whom such Holders must aggregate their sales under Rule 144) can
be sold in any three (3) month period without registration in compliance with Rule 144. In addition, the Company shall have no obligations
pursuant to Sections 2 and 4 hereof from and after such time as the Holders in the aggregate beneficially own, directly or indirectly,
less than twenty-five percent (25%) in number of the Purchased Shares.
This Agreement shall become effective
immediately at the First Closing, and may be terminated at any time with the written consent of the Holders of a majority of the Registrable
Securities then outstanding and entitled to the registration rights set forth in this Agreement.
Any provision of this Agreement may be
amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively),
with the written consent of the Company and the Holders of a majority of the Registrable Securities then outstanding and entitled to the
registration rights set forth in this Agreement. Any amendment or waiver effected in accordance with this Section 13 shall be binding
upon all parties hereto.
If any provisions of this
Agreement shall be adjudicated to be illegal, invalid or unenforceable in any action or proceeding whether in its entirety or in any portion,
then such provision shall be deemed amended, if possible, or deleted, as the case may be, from the Agreement in order to render the remainder
of the Agreement and any provision thereof both valid and enforceable, and all other provisions hereof shall be given effect separately
therefrom and shall not be affected thereby.
This Agreement
constitutes the entire agreement and understanding between the parties in connection with the subject matter of this Agreement and
supersedes all previous proposals, representations, warranties, agreements, or undertakings relating thereto whether oral, written
or otherwise and no party hereto has relied or is entitled to rely on any such proposals, representations, warranties, agreements or
undertakings.
The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and
that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.
This Agreement may be executed
in any number of counterparts and by the parties on separate counterparts, each of which, when so executed and delivered, shall be an
original but all the counterparts shall together constitute one and the same instrument.
| 18. | Notices and Other Communication |
Any notice or other communication
to be given under this Agreement shall be in writing and may be sent by post or delivered by hand or given by courier to the address from
time to time designated and the initial address so designated by each party being set out in Schedule 1 attached hereto. Any such notice
or communication shall be sent to the party to whom it is addressed and must contain sufficient reference and/or particulars to render
it readily identifiable with the subject-matter of this Agreement. If so delivered by hand such notice or communication shall be deemed
received on the date of dispatch and if so sent by post shall be deemed received three (3) Business Days after the date of dispatch (in
the case of local mail) and five (5) Business Days after the date of dispatch (in the case of overseas registered/certified mail).
| 19. | Governing Law and Jurisdiction |
This Agreement shall be governed
by and construed in accordance with the laws of State of New York, U.S.A. applicable to contracts executed in and to be performed within
that State, regardless of the laws that might otherwise govern under any applicable conflict ow laws principles.
Any disputes, actions and
proceedings against any party hereto or arising out of or in any way relating to this Agreement shall be submitted to the New York courts.
All Ordinary Shares held or
acquired by affiliated entities or persons of the Purchaser shall be aggregated together for the purpose of determining the availability
of any rights under this Agreement.
(Signature Page to Follow)
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date and year first above written.
| |
COMPANY |
| |
|
|
| |
By: |
/s/ Tao Ling |
| |
Name: |
Tao Ling |
| |
Title: |
Authorized Signatory |
| |
|
|
| |
PURCHASER |
| |
|
|
| |
By: |
/s/ Ruping Wang |
| |
Name: |
Ruping Wang |
| |
Title: |
Authorized Signatory |
[SIGNATURE PAGE TO THE REGISTRATION RIGHTS
AGREEMENT]
SCHEDULE 1
ADDRESSES FOR NOTIFICATION
| 1. |
Name : |
Ostin Technology Group Co., Ltd., |
| |
Address: |
1 Kechuang Road, Qixia District, Nanjing, Jiangsu Province, China 210046 |
| |
|
|
| |
Attention: |
Kai Lv |
| |
Email: |
lvkai@austinelec.com |
| |
|
|
| 2. |
Name: |
MIDEA INTERNATIONAL CO., LIMITED |
| |
Address: |
UNIT 2, LG 1, MIRROR TOWER 61 MODY ROAD, TSIM SHA TSUI, KOWLOON |
| |
|
|
| |
Attention: |
Ruping Wang |
| |
Email: |
13952095903@139.com |
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