UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
Commission file number: 001-39109
Fangdd
Network Group Ltd.
Room 1501, Shangmei Technology Building
No. 15 Dachong Road
Nanshan District, Shenzhen, 518072
People’s Republic of China
Phone: +86 755 2699 8968
(Address and Telephone Number of Principal Executive
Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
EXHIBIT INDEX
INCORPORATION BY REFERENCE
Exhibits 1.1, 4.9, 5.1, 5.2, 8.1, 10.1 and 23.2 to this report on Form
6-K are hereby incorporated by reference into the registration statement of Fangdd Network Group Ltd. on Form F-3 (No. 333-267397) to
the extent not superseded by documents or reports subsequently filed.
Signature
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Fangdd Network Group Ltd. |
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By: |
/s/ Xi Zeng |
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Name: |
Xi Zeng |
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Title: |
Chief Executive Officer and Chairman of the Board of Directors |
Date: October 7, 2024
Exhibit 1.1
PLACEMENT AGENCY AGREEMENT
MM Global Securities, Inc.
575 Lexington Ave, Unit 12-111
New York, NY 10022
October __, 2024
Ladies and Gentlemen:
This letter (this “Agreement”)
constitutes the agreement between Fangdd Network Group Ltd., a Cayman Islands exempted company (the “Company”) and
MM Global Securities, Inc. (“MM Global”) pursuant to which MM Global shall serve as the placement agent (the “Placement
Agent”) (the “Services”), for the Company, on a “best efforts” basis, in connection with the
proposed offer and placement (the “Offering”) by the Company of its Securities (as defined in Section 3 of this Agreement).
The Company expressly acknowledges and agrees that MM Global’s obligations hereunder are on a “best efforts” basis only
and that the execution of this Agreement does not constitute a commitment by MM Global to purchase the Securities and does not ensure
the successful placement of the Securities or any portion thereof or the success of MM Global placing the Securities. The Placement Agent
shall have no power or authority to bind the Company or any Purchaser in connection with the Offering. This Agreement and the Purchase
Agreement entered into between the Company with the Purchasers (as defined below) in relation to the Offering shall be collectively referred
to herein as the “Transaction Documents.”
| 1. | Appointment of MM Global Securities, Inc. as Exclusive Placement Agent. |
On the basis of the representations,
warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the
Company hereby appoints the Placement Agent as its exclusive placement agent in connection with a distribution of its Securities to be
offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities
Act”) on Form F-3 (File No. 333-267397), and MM Global agrees to act as the Company’s exclusive Placement Agent.
Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all of the Securities of
the Company in the proposed Offering. Until the final closing of the Offering or upon the earlier termination of this Agreement pursuant
to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase
the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as an agent of the Company
and use its “best efforts” to solicit offers to purchase the Securities from the Company on the terms, and subject to the
conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use commercially reasonable efforts to assist the
Company in obtaining performance by each Purchaser whose offer to purchase Securities has been solicited by the Placement Agent, but the
Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser
or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the
Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the Securities,
the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency”
basis and not on a “principal” basis.
The Company shall have the
sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. The Placement Agent may retain
other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee
with respect to any Securities placed by it. The Company and Placement Agent shall negotiate the timing and terms of the Offering and
acknowledge that the Offering and the provision of Placement Agent services related to the Offering are subject to market conditions and
the receipt of all required related clearances and approvals.
| 2. | Fees; Expenses; Other Arrangements. |
A. Placement
Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in
immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”)
equal to seven percent (7.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities (as defined below),
at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”).
Alternatively, if the proceeds of the Offering are to be paid to the Company by the Placement Agent on the Closing Date, the Placement
Agent may deduct from such proceeds the Placement Fee set forth herein to be paid by the Company to the Placement Agent.
B. Offering
Expenses. The Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation, (a)
all filing fees and expenses relating to the registration of the Securities with the Commission (as defined below); (b) all FINRA Public
Offering filing fees; (c) all fees and expenses relating to the listing of the Company’s Ordinary Shares on the NASDAQ Stock Market;
(d) if required, all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue
sky” securities laws of such states and other jurisdictions as MM Global may reasonably designate (including, without limitation,
all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel); (e) all fees, expenses
and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign
jurisdictions as MM Global may reasonably designate; (f) the costs of all mailing and printing of the Offering documents; (g) transfer
and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors (as defined below); (h) the fees and
expenses of the Company’s accountants; and (i) reasonable “road show” expenses, diligence expenses, and legal fees of
MM Global’s counsel actually incurred not to exceed in the aggregate $45,000. If the proceeds of the Offering are to be paid to
the Company by the Placement Agent on the Closing Date, the Placement Agent may deduct from such proceeds the expenses set forth herein
to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated prior to
the Closing Date, the Company agrees to reimburse the Placement Agent to the extent required by Section 5 hereof.
| 3. | Description of the Offering. |
The securities to be offered
directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors”
or the “Purchasers”) in the Offering shall be Class A ordinary shares, par value $0.0005625 per share (“Ordinary
Shares” or “Shares”) or pre-funded warrants (in lieu of Shares) to purchase an ordinary share (“Pre-Funded
Warrants” and together with the Shares, the “Securities”). The purchase price shall be $1.60 per Share
and $1.5994375 per Pre-Funded Warrant (the “Purchase Price”). If the Company shall default in its obligations to deliver
Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement
Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.
| 4. | Delivery and Payment; Closing. |
Unless otherwise agreed in
writing by the Placement Agent and the Company, settlement of the Securities purchased by an Investor shall be made by 5:00 p.m. on the
Closing Date by wire transfer from the Placement Agent in federal (same day) funds, payable to the order of the Company after electronic
delivery of the Securities via the DWAC system (or such other method agreed to by the parties) in accordance with the Placement Agent’s
instructions as requested in writing prior to the Closing Date. The term “Business Day” means any day other than a
Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York,
New York.
The Closing shall occur remotely
via electronic exchange of documents or as otherwise agreed upon by the Placement Agent and the Company.
| 5. | Term and Termination of Agreement. |
The term of this Agreement
will commence upon the execution of this Agreement and will terminate at the earlier of the Closing of the Offering or 11:59 p.m. (New
York Time) on the 30th calendar day after the date hereof. Notwithstanding anything to the contrary contained herein, any provision
in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations
and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination of this
Agreement. If any condition specified in Section 8 is not satisfied when and as required to be satisfied, this Agreement may be terminated
by the Placement Agent by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability
on the part of any party to any other party, except that those portions of this Agreement specified in Section 19 shall at all times be
effective and shall survive such termination.
Nothing in this Agreement
shall be construed to limit the ability of the Placement Agent, its officers, directors, employees, agents, associated persons and any
individual or entity “controlling,” “controlled by,” or “under common control” with the Placement
Agent (as those terms are defined in Rule 405 under the Securities Act) to conduct its business including without limitation the ability
to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with
any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
| 7. | Representations, Warranties and Covenants of the Company. |
As of the date and time of
the execution of this Agreement and the Closing Date, the Company represents, warrants and covenants to the Placement Agent, other than
as disclosed in any of its filings with the Securities and Exchange Commission (the “Commission”), that:
A. Registration
Matters.
| i. | The Company has filed with the Commission a registration statement on Form F-3 (File No. 333- 267397)
including a related prospectus, for the registration of certain securities (the “Shelf Securities”), including the
Securities, under the Securities Act and the rules and regulations thereunder (the “Securities Act Regulations”). The
registration statement has been declared effective under the Securities Act by the Commission. The “Registration Statement,”
as of any time, means such registration statement as amended by any post-effective amendments thereto to such time, including the exhibits
and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant
to Form F-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under
the Securities Act Regulations (“Rule 430B”); provided, however, that the “Registration Statement”
without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the
first contract of sale for the Securities, which time shall be considered the “new effective date” of such registration statement
with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of
such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Form F-3 under the Securities
Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The term “Preliminary Prospectus”
means any preliminary form of the Prospectus, including any preliminary prospectus supplement specifically related to the Securities filed
with the Commission by the Company with the consent of the Placement Agent. |
| ii. | All references in this Agreement to financial statements and schedules and other information which is
“contained,” “included” or “stated” (or other references of like import) in the Registration Statement,
any Preliminary Prospectus, or the Prospectus shall be deemed to include all such financial statements and schedules and other information
incorporated or deemed incorporated by reference in the Registration Statement, such Preliminary Prospectus, or the Prospectus, as the
case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements
to the Registration Statement, any Preliminary Prospectus, or the Prospectus shall be deemed to include the filing of any document under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the
“Exchange Act Regulations”), incorporated or deemed to be incorporated by reference in the Registration Statement,
such Preliminary Prospectus, or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement. |
| iii. | Any Preliminary Prospectus when filed with the Commission, and the Registration Statement as of its effective
date and as of the date hereof, complied, and the Prospectus and any further amendments or supplements to the Registration Statement,
any Preliminary Prospectus, or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, comply,
in all material respects, with the requirements of the Securities Act and the Securities Act Regulations; and the documents incorporated
by reference in the Registration Statement, any Preliminary Prospectus, or the Prospectus complied, and any further documents so incorporated
will comply, when filed with the Commission, in all material respects to the requirements of the Exchange Act and Exchange Act Regulations. |
| iv. | The issuance by the Company of the Securities has been registered under the Securities Act. The Securities
will be issued pursuant to the Registration Statement and each of the Securities will be freely transferable and freely tradable by each
of the Investors without restriction, unless otherwise restricted by applicable law or regulation. |
B. Stock
Exchange Listing. The Ordinary Shares are approved for listing on The NASDAQ Capital Market (the “Exchange”) and
the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, delisting the Ordinary Shares
from the Exchange, nor has the Company received any notification that the Exchange is contemplating terminating such listing.
C. No
Stop Orders, etc. The Commission has not issued any order preventing or suspending the use of the Registration Statement, any Preliminary
Prospectus, or the Prospectus or has instituted or, to the Company’s knowledge, threatened to institute, any proceedings with respect
to such an order. The Company has complied with each request (if any) from the Commission for additional information.
D. Disclosures
in Registration Statement.
| i. | Compliance with Securities Act and 10b-5 Representation. |
(a) Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the requirements of the Securities Act and the Securities Act Regulations. The Preliminary Prospectus and the Prospectus, at the
time each was or will be filed with the Commission, complied or will comply in all material respects with the requirements of the Securities
Act and the Securities Act Regulations. The Preliminary Prospectus delivered to the Placement Agent for use in connection with this Offering
and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,
except to the extent permitted by Regulation S-T.
(b) Neither
the Registration Statement, any amendment thereto, or the Preliminary Prospectus, at the Closing Date, contained, contains or will contain
an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to statements
made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Placement
Agent by the Placement Agent expressly for use in the Registration Statement, the Preliminary Prospectus or any amendment thereof or supplement
thereto. The parties acknowledge and agree that such information provided by or on behalf of any Placement Agent consists solely of the
following disclosure contained in the following paragraphs in the “Plan of Distribution” section of the Prospectus: (i) the
name of the Placement Agent, and (ii) the information under the subsection “Fees and Expenses” (the “Placement Agent’s
Information”).
(c)
Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant
to Rule 424(b), or at the Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or
will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that this representation and warranty shall not apply to the Placement Agent’s
Information.
| ii. | Changes After Dates in Registration Statement. |
(a) No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement and the Prospectus:
(i) there has been no material adverse change in the financial position or results of operations of the Company, nor any change or development
that, singularly or in the aggregate, would involve a material adverse change, in or affecting the condition (financial or otherwise),
results of operations, business, or assets of the Company (a “Material Adverse Change”); (ii) there have been no material
transactions entered into by the Company, other than as contemplated pursuant to this Agreement; and (iii) no officer or director of the
Company has resigned from any position with the Company.
(b) Recent
Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement, the
Preliminary Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration
Statement, the Preliminary Prospectus, and the Prospectus, the Company has not: (i) issued any securities (other than (A) grants
under any stock compensation or employee stock purchase plans, (B) Ordinary Shares issued upon exercise or conversion of options,
warrants or convertible securities described in the Registration Statement, the Preliminary Prospectus, and the Prospectus, and (C) Ordinary
Shares sold pursuant to the Company’s “at-the-market” equity facility) or incurred any liability or obligation, direct
or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital
stock.
E. Independent
Accountants. To the knowledge of the Company, Audit Alliance LLP, during such time as it was engaged by the Company (the “Auditors”),
has been an independent registered public accounting firm as required by the Securities Act and the Securities Act Regulations and the
Public Company Accounting Oversight Board.
F. SEC
Reports; Financial Statements, etc. The Company has complied in all material respects with requirements to file all reports, schedules,
forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to
Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein,
being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of
such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the
SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations
of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in
all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as
in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified
in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required
by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and
for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal year-end audit adjustments that are not expected to be material in the aggregate. The financial statements, including the notes
thereto and supporting schedules included in the Registration Statement, the Preliminary Prospectus, and the Prospectus, fairly present
in all material respects the financial position and the results of operations of the Company at the dates and for the periods to which
they apply; and such financial statements have been prepared in conformity with GAAP, consistently applied throughout the periods involved
(provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in
the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement
present fairly in all material respects the information required to be stated therein. Except as included therein, no historical or pro
forma financial statements are required to be included in the Registration Statement, Preliminary Prospectus, or the Prospectus under
the Securities Act or the Securities Act Regulations. Each of the Registration Statement, the Preliminary Prospectus, and the Prospectus
discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships
of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s
financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant
components of revenues or expenses. The Company has not incurred any material liabilities or obligations, direct or contingent, or entered
into any material transactions other than in the ordinary course of business. The Company has not declared or paid any dividends or made
any distribution of any kind with respect to its capital stock. There has not been any change in the capital stock of the Company (other
than (i) grants under any stock compensation plan and (ii) Ordinary Shares issued upon exercise or conversion of option, warrants or convertible
securities described in the Registration Statement, the Preliminary Prospectus, and the Prospectus). There has not been any Material Adverse
Change in the Company’s long-term or short-term debt (other than as a result of the conversion of convertible securities).
G. Validity
and Binding Effect of Agreements. The Transaction Documents have been duly and validly authorized by the Company, and, when executed
and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with its
respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal
and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be
subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
H. No
Conflicts, etc. The execution, delivery and performance by the Company of the Transaction Documents, the consummation by the Company
of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will
not, with or without the giving of notice or the lapse of time or both: (i) result in a breach of, or conflict with any of the terms and
provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or
encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a
party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended or restated
from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated from time to
time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any
governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental
Entity”) as of the date hereof; except in the case of clause (i) or (iii) as would not result in a Material Adverse Change.
I. Valid
Issuance of Securities, etc.
i. Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have
been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect
thereto, and are not subject to personal liability by reason of being such holders; and except as disclosed in the Registration Statement,
the Disclosure Package and the Prospectus, none of such securities were issued in violation of the preemptive rights of any holders of
any security of the Company or similar contractual rights granted by the Company. The authorized Ordinary Shares and other outstanding
securities conform in all material respects to all statements relating thereto contained in the Registration Statement, the Disclosure
Package and the Prospectus. The offers and sales of the outstanding Ordinary Shares were at all relevant times either registered under
the Securities Act and the applicable state securities or “blue sky” laws or, based in part on the representations and warranties
of the purchasers of such shares, exempt from such registration requirements.
ii. Securities
Sold Pursuant to this Agreement. The Securities have been duly authorized for issuance and sale and, when issued and paid for, will
be validly issued, fully paid and non-assessable; to the Company’s knowledge, the holders thereof are not and will not be subject
to personal liability by reason of being such holders; the Shares are not and will not be subject to the preemptive rights of any holders
of any security of the Company or similar contractual rights granted by the Company. All corporate action required to be taken for the
authorization, issuance and sale of the Securities have been duly and validly taken; the Ordinary Shares underlying the Pre-Funded Warrants
has been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and
issued in accordance with the Pre-Funded Warrants, such Ordinary Shares will be validly issued, fully paid and non-assessable; the holders
thereof are not and will not be subject to personal liability by reason of being such holders; and such Ordinary Shares are not and will
not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.
The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Disclosure
Package and the Prospectus.
J. Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding
pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive officer
or director which, individually or in the aggregate, might result in any Material Adverse Change, or would materially and adversely affect
the ability of the Company to perform its obligations under the Transaction Documents or which are otherwise material in the context of
the sale of the Securities.
K. Transactions
Affecting Disclosure to FINRA.
i. [Reserved].
ii. FINRA
Affiliation. There is no (i) officer or director of the Company, (ii) to the Company’s knowledge, beneficial owner of 5% or
more of any class of the Company’s securities or (iii) to the Company’s knowledge, beneficial owner of the Company’s unregistered
equity securities which were acquired during the 180-day period immediately preceding the filing of the Registration Statement, in each
case, that is an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the
rules and regulations of FINRA).
iii. Information.
To the Company’s knowledge, all information provided by the Company’s officers and directors in their FINRA Questionnaires to counsel
to the Placement Agent specifically for use by counsel to the Placement Agent in connection with its Public Offering System filings (and
related disclosure) with FINRA is true, correct and complete in all material respects.
L. Sarbanes-Oxley
Compliance.
i. The
Company has developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15 or 15d-15 under the
Exchange Act Regulations applicable to it, and such controls and procedures are effective to ensure that all material information concerning
the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings
and other public disclosure documents.
ii. The
Company is, and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act applicable to it, and
has implemented or will implement such programs and taken reasonable steps to ensure the Company’s future compliance (not later than the
relevant statutory and regulatory deadlines therefor) with all of the material provisions of the Sarbanes-Oxley Act.
M. No
Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof
as described in the Registration Statement, the Preliminary Prospectus, and the Prospectus, will not be, required to register as an “investment
company,” as defined in the Investment Company Act of 1940, as amended.
N. Integration.
To the Company’s knowledge, neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause
the Offering to be integrated with prior offerings by the Company for purposes of the Securities Act.
| 8. | Conditions of the Obligations of the Placement Agent. |
The obligations of the Placement
Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section
7 hereof, in each case as of the date hereof and as of the Closing Date as though then made, to the timely performance by each of the
Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:
A. Regulatory
Matters.
i. Effectiveness
of Registration Statement; Rule 424 Information. The Registration Statement is effective on the date of this Agreement, and, on the
Closing Date no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been
issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued
and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated by
the Commission. The Company has complied with each request (if any) from the Commission for additional information. All filings with the
Commission required by Rule 424 under the Securities Act to have been filed by the Closing Date, shall have been made within the applicable
time period prescribed for such filing by Rule 424.
ii. FINRA
Clearance. If and to the extent required under applicable FINRA rules, on or before the Closing Date of this Agreement, the Placement
Agent shall have received clearance from FINRA as to the amount of compensation allowable or payable to the Placement Agent as described
in the Registration Statement.
iii. Listing
of Additional Shares. On or before the Closing Date of this Agreement, the Company shall have submitted to The Nasdaq Stock Market
LLC the Company’s application for the additional listing of the securities sold in the Offering.
B. Reservation of Ordinary Shares. So long as any Pre-Funded Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 100% of the maximum number of Ordinary Shares issuable upon exercise of the Pre-Funded Warrants.
C. Comfort Letter. At the Closing Date, a cold comfort letter, addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent from the Company’s Auditor dated as of the date of this Agreement accompanied by a bring-down letter dated as of the Closing Date.
D. No
Material Changes. Prior to and on the Closing Date, there shall have been no Material Adverse Change or development involving a prospective
Material Adverse Change in the condition or the business activities, financial or otherwise, of the Company from the latest dates as of
which such condition is set forth in the Registration Statement, the Preliminary Prospectus, and the Prospectus.
E. Additional
Documents. At the Closing Date, counsel to the Placement Agent shall have been furnished with such documents and opinions as they
may reasonably require in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the
conditions, herein contained.
| 9. | Indemnification and Contribution; Procedures. |
A. Indemnification
of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling
such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the
Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred
to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other
liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses
(including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly provided in this Agreement)
(collectively, the “Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified
Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising
out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement,
the Preliminary Prospectus, or the Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information
provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road
show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application
or other document or written communication (in this Section 9, collectively called “application”) executed by the Company
or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities
laws thereof or filed with the Commission, any state securities commission or agency, any national securities exchange; or the omission
or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity
with, the Placement Agent’s information; and provided that the Company will have no obligation to indemnify and hold harmless hereunder
in respect of any Liabilities or Expenses to the extent that a court of competent jurisdiction has made a finding that Liabilities (and
related Expenses) of the Company have resulted exclusively from such Indemnified Person’s gross negligence or willful misconduct.
The Company also agrees to reimburse each Indemnified Person for all Expenses as they are reasonably incurred in connection with such
Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third party beneficiary
with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.
B. Procedure. Upon
receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity, contribution
or advancement of expenses may reasonably be expected to be sought under this Agreement, such Indemnified Person shall promptly notify
the Company in writing; provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any
obligation or liability which the Company may have on account of this Section 9 or otherwise to such Indemnified Person,
except to the extent (and only to the extent) that its ability to assume the defense is actually impaired by such failure or delay.
The Company may, if requested by the Placement Agent, assume the defense of any such action (including the employment of counsel and
reasonably satisfactory to the Placement Agent). Any Indemnified Person shall have the right to employ separate counsel in any such action
and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person
unless such Indemnified Person shall have been advised that in the opinion of counsel that there is an actual or potential conflict of
interest that prevents (or makes it imprudent for) the counsel engaged by the Company for the purpose of representing the Indemnified
Person, to represent both such Indemnified Person and any other person represented or proposed to be represented by such counsel. The
Company shall not be liable for any settlement of any action effected without its written consent (which shall not be unreasonably withheld).
In addition, the Company shall not, without the prior written consent of the Placement Agent, settle, compromise or consent to the entry
of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification
or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise,
consent or termination (i) includes an unconditional release of each Indemnified Person, acceptable to such Indemnified Person, from
all Liabilities arising out of such action for which indemnification or contribution may be sought hereunder and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Person. The advancement,
reimbursement, indemnification and contribution obligations of the Company required hereby shall be made by periodic payments of the
amount thereof during the course of the investigation or defense, as every Liability and Expense is incurred and is due and payable,
and in such amounts as fully satisfy each and every Liability and Expense as it is incurred (and in no event later than 30 days following
the date of any invoice therefor).
C. Indemnification
of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the
Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue statements or
omissions made in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, in reliance
upon, and in strict conformity with, the Placement Agent’s Information; and the Placement Agent shall reimburse each indemnified
party hereunder for all Expenses and agrees to advance payment of such Expenses as they are incurred by an such indemnified party in investigating,
preparing, pursuing or defending any actions, whether or not any such indemnified party is a party thereto, arising out of the foregoing.
In case any action shall be brought against the Company or any other person so indemnified based on the Registration Statement, the Preliminary
Prospectus, the Prospectus or any amendment or supplement thereto, and in respect of which indemnity may be sought against the Placement
Agent, the Placement Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified
shall have the rights and duties given to the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify
the Placement Agent of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any
person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in
connection with the issuance and sale of the Securities or in connection with the Registration Statement, the Preliminary Prospectus,
or the Prospectus, provided, that failure by the Company so to notify the Placement Agent shall
not relieve the Placement Agent from any obligation or liability which the Placement Agent may have on account of this Section 9.C. or
otherwise to the Company, except to the extent the Placement Agent is materially prejudiced as a proximate result of such failure.
D. Contribution.
In the event that a court of competent jurisdiction makes a finding that indemnity is unavailable to any indemnified party under this
Section 9, then each indemnifying party shall contribute to the Liabilities and Expenses paid or payable by such indemnified person in
such proportion as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and
any other Indemnified Person, on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the
immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company,
on the one hand, and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which
such Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company
contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities
and Expenses in excess of the amount of commissions actually received by the Placement Agent pursuant to this Agreement. The relative
fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Placement
Agent on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Placement Agent agree that it would not be just and equitable if contributions pursuant to
this subsection (D) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable
considerations referred to above in this subsection (D). For purposes of this paragraph, the relative benefits to the Company, on the
one hand, and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same
proportion as: (a) the total value received by the Company in the Offering, whether or not such Offering is consummated, bears to (b)
the commissions and other compensation paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of
fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from a party
who was not guilty of fraudulent misrepresentation.
E. Limitation.
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,
the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services
or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses)
of the Company have resulted primarily from such Indemnified Person’s gross negligence or willful misconduct in connection with
any such advice, actions, inactions or services.
F. Survival.
The advancement, reimbursement, indemnity and contribution obligations set forth in this Section 9 shall remain in full force and effect
regardless of any termination of, or the completion of any Indemnified Person’s services under or in connection with, this Agreement.
Each Indemnified Person is an intended third-party beneficiary of this Section 9, and has the right to enforce the provisions of Section
9 as if he/she/it was a party to this Agreement.
| 10. | Limitation of Engagement to the Company. |
The Company acknowledges that
the Placement Agent has been retained only by the Company, that the Placement Agent is providing services hereunder as an independent
contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent is not deemed
to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not
a party hereto as against the Placement Agent or any of its affiliates, or any of its or their respective officers, directors, controlling
persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise
expressly agreed in writing by the Placement Agent, no one other than the Company is authorized to rely upon any statement or conduct
of the Placement Agent in connection with this Agreement. The Company acknowledges that any recommendation or advice, written or oral,
given by the Placement Agent to the Company in connection with the Placement Agent’s engagement is intended solely for the benefit
and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not
on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. The
Placement Agent shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall
have the right to reject any investor introduced to it by the Placement Agent.
| 11. | Amendments and Waivers. |
No supplement, modification
or waiver of this Agreement shall be binding unless executed in writing by the parties. The failure of a party to exercise any right or
remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver
be deemed or constitute a continuing waiver unless otherwise expressly provided.
In the event of the consummation
or public announcement of any Offering, the Placement Agent shall have the right to disclose its participation in such Offering, including,
without limitation, the placement at its cost of “tombstone” advertisements in financial and other newspapers and journals.
the Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company
for any purposes other than those contemplated under this Agreement.
The headings of the various
sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement.
This Agreement may be executed
in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original
and all such counterparts shall together constitute one and the same instrument.
In case any provision contained
in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions contained herein will not in any way be affected or impaired thereby.
The Company will furnish the
Placement Agent such written information as the Placement Agent reasonably requests in connection with the performance of its services
hereunder. The Company understands, acknowledges and agrees that, in performing its services hereunder, the Placement Agent will use and
rely entirely upon such information as well as publicly available information regarding the Company and other potential parties to an
Offering and that the Placement Agent does not assume responsibility for independent verification of the accuracy or completeness of any
information, whether publicly available or otherwise furnished to it, concerning the Company or otherwise relevant to an Offering, including,
without limitation, any financial information, forecasts or projections considered by the Placement Agent in connection with the provision
of its services.
| 17. | Absence of Fiduciary Relationship. |
The Company acknowledges and
agrees that: (a) the Placement Agent has been retained solely to act as Placement Agent in connection with the sale of the Securities
and that no fiduciary, advisory or agency relationship between the Company and the Placement Agent has been created in respect of any
of the transactions contemplated by this Agreement, irrespective of whether the Placement Agent has advised or is advising the Company
on other matters; (b) the purchase price and other terms of the Securities set forth in this Agreement will be established by the Company
following discussions and arms-length negotiations with the Placement Agent and the Company is capable of evaluating and understanding
and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised
that the Placement Agent and its affiliates are engaged in a broad range of transactions that may involve interests that differ from those
of the Company and that the Placement Agent has no obligation to disclose such interest and transactions to the Company by virtue of any
fiduciary, advisory or agency relationship; and (d) it has been advised that the Placement Agent is acting, in respect of the transactions
contemplated by this Agreement, solely for the benefit of the Placement Agent, and not on behalf of the Company and that the Placement
Agents may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any
claims it may have against the Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering.
| 18. | Survival Of Indemnities, Representations, Warranties, Etc. |
The respective indemnities,
covenants, agreements, representations, warranties and other statements of the Company and Placement Agent, as set forth in this Agreement
or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made
by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of
and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant
to Section 5, the payment, reimbursement, indemnity, contribution and advancement agreements contained in Sections 2, 9 and 10, respectively,
and the Company’s covenants, representations, and warranties set forth in this Agreement shall not terminate and shall remain in
full force and effect at all times. The indemnity and contribution provisions contained in Section 9 and the covenants, warranties and
representations of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by or on behalf of any Placement Agent, any person who controls any Placement Agent
within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or any affiliate of any Placement Agent,
or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act, and (iii) the issuance and delivery of the Securities.
This Agreement shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed therein.
Any disputes that arise under this Agreement, even after the termination of this Agreement, will be heard only in the state or federal
courts located in the City of New York, State of New York. The parties hereto expressly agree to submit themselves to the jurisdiction
of the foregoing courts in the City of New York, State of New York. The parties hereto expressly waive any rights they may have to contest
the jurisdiction, venue or authority of any court sitting in the City and State of New York.
All communications hereunder
shall be in writing and shall be mailed or hand delivered and confirmed to the parties hereto as follows:
If to the Company:
Fangdd Network Group Ltd.
Xi Zeng
Room 1501, Shangmei Technology
Building
No. 15 Dachong Road
Nanshan District, Shenzhen,
518072
People’s Republic of
China
Attention: Chief Executive
Officer
If to the Placement Agent:
MM Global Securities, Inc.
575 Lexington Ave, Unit 12-111
New York, NY 10022
Attention: Chief Executive
Officer
Any party hereto may change
the address for receipt of communications by giving written notice to the others.
This Agreement shall not be
modified or amended except in writing signed by the Placement Agent and the Company. This Agreement constitutes the entire agreement of
the Placement Agent and the Company, and supersedes any prior agreements, with respect to the subject matter hereof. If any provision
of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any
other respect, and the remainder of this Agreement shall remain in full force and effect. This Agreement may be executed in counterparts
(including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one and
the same instrument.
This Agreement will inure
to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling
persons referred to in Section 9 hereof, and to their respective successors, and personal representative, and, except as set forth in
Section 9 of this Agreement, no other person will have any right or obligation hereunder.
| 23. | Partial Unenforceability. |
The invalidity or unenforceability
of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph
or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable,
there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.
[SIGNATURE PAGE TO FOLLOW]
In acknowledgment that the
foregoing correctly sets forth the understanding reached by the Placement Agent and the Company, and intending to be legally bound, please
sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed.
| Very truly yours, |
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| FANGDD NETWORK GROUP LTD. |
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| Name: |
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| Title: |
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| Confirmed as of the date first written above: |
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| MM GLOBAL SECURITIES, INC. |
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Exhibit 4.9
ORDINARY SHARE PURCHASE WARRANT
FANGDD
NETWORK GROUP LTD.
| Warrant Shares: _______ |
Initial Exercise Date: ____ |
THIS ORDINARY SHARE PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
_______________, 2024 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Fangdd Network Group Ltd., a Cayman Islands exempted company (the
“Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”).
The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section 1. Definitions.
In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest preceding date) on the Trading
Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New
York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price
of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported in the “Pink Sheets”
published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent
bid price per Ordinary Share so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by
an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably
acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
“Commission”
means the United States Securities and Exchange Commission.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Ordinary Shares”
means the Class A ordinary shares of the Company, par value $0.0005625, and any other class of securities into which such securities may
hereafter be reclassified or changed.
“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Registration
Statement” means the effective Form F-3 registration statement with Commission file No. 333-267397 which registers the sale
of the Ordinary Shares to the Purchasers.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Trading
Day” means a day on which the Ordinary Shares are traded on a Trading Market.
“Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing.
“Transfer
Agent” means VStock Transfer, LLC, the current transfer agent of the Company, and any successor transfer agent of the Company.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume
weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the
Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported in
the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per Ordinary Share so reported, or (d) in all other cases, the fair market value of
an Ordinary Share as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Warrants”
means this Warrant and other ordinary share purchase warrants issued by the Company pursuant to the Registration Statement.
Section 2. Exercise.
a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on
or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy
or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).
Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the
shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the
cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice
of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise
be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to
the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in
which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which
the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the
total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable
hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing
the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise
within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree
that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of
Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
b) Exercise
Price. The exercise price per share of the Ordinary Shares under this Warrant shall be $0.0005625, subject to adjustment hereunder
(the “Exercise Price”).
c) Cashless
Exercise. If at any time after the date hereof, there is no effective registration statement registering, or no current prospectus
available for, the issuance of the Warrant Shares to the Holder, then this Warrant may only be exercised, in whole or in part, at such
time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to
the quotient obtained by dividing [(A-B) (X)] by (A), where:
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(A) |
= |
as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Ordinary Shares on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day; |
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(B) |
= |
the Exercise Price of this Warrant, as adjusted hereunder; and |
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(X) |
= |
the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. |
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company
agrees not to take any position contrary to this Section 2(c).
Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c).
d)
Mechanics of Exercise.
i. Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company
through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system
and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered
in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder
is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest
of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the
aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery
to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice
of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect
to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate
Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the
number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for
any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company
shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
(based on the VWAP of the Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per
Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery
Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is
a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement
Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading
Market with respect to the Ordinary Shares as in effect on the date of delivery of the Notice of Exercise.
ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.
iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section
2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its
broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Shares
to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a
“Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained by
multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise
at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option
of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored
(in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would have been issued
had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares
having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with an aggregate
sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall
be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder
in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver Ordinary Shares upon exercise of the
Warrant as required pursuant to the terms hereof.
v. No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.
vi. Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent
fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing
corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vii. Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of
Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number
of Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned
by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion
of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the
Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities
owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be
in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number
of outstanding Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer
Agent setting forth the number of Ordinary Shares. Upon the written or oral request of a Holder, the Company shall within one Trading
Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding
Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant,
by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported.
The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of and Warrants,
9.99%) of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise
of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this
Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding
immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st
day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
Section 3. Certain
Adjustments.
a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions on the Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares
(which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides
outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Ordinary
Shares into a smaller number of shares or (iv) issues by reclassification of Ordinary Shares any shares of capital stock of the Company,
then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding
treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares
outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted
such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall
become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
b) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells
any Ordinary Share Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any
class of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Ordinary
Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation,
the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase
Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the grant,
issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate
in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled
to participate in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a result of such Purchase Right
to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
c) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after
the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon complete exercise
of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the
record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided, however, that,
to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of
any Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for
the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion
of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.
d) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any
sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series
of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities,
cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares, (iv) the Company, directly or
indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares
or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities,
cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary Shares (not
including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other
Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without
regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Ordinary Shares of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding the foregoing, in the event of a
Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder's option, exercisable at any time
concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by
paying the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this
Warrant, that is being offered and paid to the holders of Ordinary Shares of the Company in connection with the Fundamental Transaction,
whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Ordinary Shares are given
the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction. “Black Scholes
Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction
for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time
between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility
equal to the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement
of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the
sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such
Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of such Fundamental Transaction
and (y) the last VWAP immediately prior to the consummation of such Fundamental Transaction and (D) a remaining option time equal to the
time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The payment of the
Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election
(or, if later, on the effective date of the Fundamental Transaction). The Company shall cause any successor entity in a Fundamental Transaction
in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the
Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance
reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and
shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by
a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares
of capital stock of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise
of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an
exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value
of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of
capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the
consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence
of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of
such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor
Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant
with the same effect as if such Successor Entity had been named as the Company herein.
e) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number
of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.
f) Notice
to Holder.
i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary
Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Company
shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification
of the Ordinary Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all
of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares is converted into other securities, cash or
property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the
Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number
or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record
or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares
of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date
as of which it is expected that holders of the Ordinary Shares of record shall be entitled to exchange their shares of the Ordinary Shares
for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange;
provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the
corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains,
material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with
the Commission pursuant to a Current Report on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing
on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Section 4. Transfer
of Warrant.
a) Transferability.
This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of
the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly
executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue
to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder
has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days
of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned
in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated the original issuance date and shall be identical with
this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.
Section 5. Miscellaneous.
a) No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as
a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.
b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make
and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.
d) Authorized
Shares.
The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient number
of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the
necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).
Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary
to enable the Company to perform its obligations under this Warrant.
Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.
e) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of
law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough
of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in
such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this
Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages
to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but
not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts
due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h) Notices.
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice
of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier
service, addressed to the Company, at _______, Attention: _____, facsimile number: _____, email address: ______, or such other
facsimile number, email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices
or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile
or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, e-mail address
or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed
given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile at the
facsimile number or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii)
the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number
or via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City
time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any notice provided
hereunder constitutes, or contains, material, non-public information regarding the Company or any subsidiaries, the Company shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form 6-K.
i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Ordinary Shares or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of
the Company.
j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares.
l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
********************
(Signature Page Follows)
IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
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Fangdd Network Group Ltd. |
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Zeng Xi |
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NOTICE OF EXERCISE
To: Fangdd
Network Group Ltd.
(1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment
shall take the form of (check applicable box):
☐ in lawful money
of the United States; or
☐ if permitted the
cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise
this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in
subsection 2(c).
(3) Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The Warrant Shares shall be delivered to the following
DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE
OF HOLDER]
Name of Investing Entity: ___________________________________________________________________________
Signature of Authorized Signatory of Investing
Entity: _____________________________________________________
Name of Authorized Signatory: _______________________________________________________________________
Title of Authorized Signatory: ________________________________________________________________________
Date: ___________________________________________________________________________________________
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this
form and supply required information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and
all rights evidenced thereby are hereby assigned to
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Exhibit 5.1
Our ref VSL/747458-000001/30388694v3
Fangdd Network Group Ltd.
Room 1501, Shangmei Technology Building
No. 15 Dachong Road
Nanshan District, Shenzhen, 518072
People’s Republic of China
7 October 2024
Dear Sirs
Fangdd Network Group Ltd.
We have acted as Cayman Islands legal advisers
to Fangdd Network Group Ltd. (the “Company”) in connection with the Company’s registration statement on Form F-3
(Registration No. 333-267397), including all amendments or supplements thereto (the “Registration Statement”), filed
with the Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended to date,
relating to securities to be issued and sold by the Company from time to time, and the prospectus supplement to the Registration Statement
dated 7 October 2024 (the “Prospectus Supplement”), relating to (a) the sale of up to 2,464,000 Class A ordinary shares
of the Company of a par value of US$0.0005625 each (the “Sale Shares”) by the Company in accordance with the Securities
Purchase Agreement dated 4 October 2024 entered into between the Company and the investors named therein (the “Securities Purchase
Agreement”), and (b) the offering of pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate
of up to 661,232 Class A Ordinary Shares of the Company of a par value of US$0.0005625 each (the “Warrant Shares”, and
together with the Sale Shares, the “Shares”) in accordance with the Placement Agent Agreement dated 4 October 2024 between
the Company and the placement agent name therein (the “Placement Agent Agreement”).
We are furnishing this opinion as Exhibit 5.1 and 23.2 to the Registration
Statement.
For the purposes of this opinion, we have reviewed
only originals, copies or final drafts of the following documents:
| 1.1 | The certificate of incorporation of the Company dated 19 September 2013 and the certificate of incorporation
on change of name of the Company dated 11 October 2019. |
| 1.2 | The sixth amended and restated memorandum and articles of association adopted by special resolutions dated
11 July 2024 and effective on 12 August 2024 (the “Memorandum and Articles”). |
| 1.3 | The written resolutions of the board of directors of the Company dated 4 October 2024 (the “Board
Resolutions”). |
| 1.4 | A certificate of good standing with respect to the Company issued by the Registrar of Companies dated
30 September 2024 (the “Certificate of Good Standing”). |
| 1.5 | A certificate from a director of the Company a copy of which is attached to this opinion letter (the “Director’s
Certificate”). |
| 1.6 | The Registration Statement. |
| 1.7 | The Prospectus Supplement. |
| 1.8 | The Securities Purchase Agreement and the Placement Agent Agreement (together, the Transaction Documents”). |
The following opinions are given only as to, and
based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to
the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without
further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director’s Certificate and the
Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies
of, or in the final forms of, the originals. |
| 2.2 | All signatures, initials and seals are genuine. |
| 2.3 | The Transaction Documents have been or will be authorised and duly executed and unconditionally delivered
by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the
Cayman Islands). |
| 2.4 | The Transaction Documents are, or will be, legal, valid, binding and enforceable against all relevant
parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than, with respect to
the Company, the laws of the Cayman Islands). |
| 2.5 | The choice of the laws of the State of New York as the governing law of the Transaction Documents has
been made in good faith and would be regarded as a valid and binding selection which will be upheld by the state and federal courts sitting
in the City of New York, Borough of Manhattan and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws
of the State of New York and all other relevant laws (other than the laws of the Cayman Islands). |
| 2.6 | The Company has, or will have, sufficient authorized but unissued Shares in its authorized share capital
to enable the Company to issue the Sale Shares and the Warrant Shares upon exercise of the Pre-Funded Warrants. |
| 2.7 | The Company will receive money or money’s worth in consideration for the issue of the Shares, and none
of such Shares will be issued for less than their par value. |
| 2.8 | The capacity, power, authority and legal right of all parties under all relevant laws and regulations
(other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute,
unconditionally deliver and perform their respective obligations under the Transaction Documents. |
| 2.9 | There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands
law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Transaction Documents. |
| 2.10 | No monies paid to or for the account of any party under the Transaction Documents or any property received
or disposed of by any party to the Transaction Documents in each case in connection with the Transaction Documents or the consummation
of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property
(as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively). |
| 2.11 | At the time of the exercise of the Pre-Funded Warrants into Warrant Shares in accordance with the terms
and provisions of the Pre-Funded Warrants (the “Exercise”): |
| (a) | the laws of the Cayman Islands (including the Companies Act (As
Revised) of the Cayman Islands (the “Companies Act”) will not have changed in such way as to materially impact the issue
of such Warrant Shares; |
| (b) | the Company will have sufficient authorised but unallotted and unissued
Class A ordinary shares of the Company of a par value of US$0.0005625 each, in each case
to effect the Exercise in accordance with the terms and provisions of the Warrants, then then effective memorandum and articles of association
of the Company and the Companies Act; |
| (c) | the Company will not have been struck off or placed in liquidation;
|
| (d) | the issue price for each Warrant Share to be issued upon the Exercise
will not be less than the par value of such Warrant Share; |
| (e) | the terms and provisions of the Pre-Funded Warrants relating to
the Exercise will not have been altered, amended or restated; and |
| (f) | the then effective memorandum and articles of association of the
Company will not contain anything which would or might affect the opinions set out below. |
| 2.12 | There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect
the opinions set out below. Specifically, we have made no independent investigation of the laws of the State of New York. |
| 2.13 | There is nothing contained in the minute book or corporate records of the Company (which we have not inspected)
which would or might affect the opinions set out below. |
| 2.14 | The issue of the Shares and the Pre-Funded Warrants under the Transaction Documents will be of commercial
benefit to the Company. |
| 2.15 | No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands
to subscribe for any of the Shares or the Pre-Funded Warrants. |
Based upon the foregoing and subject to the qualifications set out
below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing
and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | The authorised share capital of the Company, is US$5,625,000 divided into 10,000,000,000 shares comprising
of (i) 5,000,000,000 Class A Ordinary Shares of a par value of US$0.0005625 each, (ii) 100,000 Class B Ordinary Shares of a par value
of US$0.0005625 each, (iii) 200,000 Class C Ordinary Shares of a par value of US$0.0005625 each, and (iv) 4,999,700,000 shares of a par
value of US$0.0005625 each of such class or classes (however designated) as the board of directors may determine in accordance with the
Memorandum and Articles. |
| 3.3 | The execution, issue, delivery and performance of the Transaction Documents, including the issue of the
(i) Sale Shares and (ii) the Warrant Shares upon exercise of the Pre-Funded Warrants, as contemplated by the Registration Statement, have
been authorised by and on behalf of the Company and, upon the execution and unconditional delivery of the Transaction Documents by any
Director or Officer (as defined in the Board Resolutions) for and on behalf of the Company, the Transaction Documents will have been duly
executed, issued and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable
in accordance with their terms. |
| 3.4 | The issue and allotment of the (i) Sale Shares and (ii) the Warrant Shares upon exercise of the Pre-Funded
Warrants, have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement and the Transaction
Documents, such Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only
issued when it has been entered in the register of members (shareholders). |
| 3.5 | The statements under the caption “Taxation” in the prospectus forming part of the Registration
Statement and the Prospectus Supplement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material
respects and that such statements constitute our opinion. |
The opinions expressed above are subject to the
following qualifications:
| 4.1 | To maintain the Company in good standing under the laws of the Cayman Islands, annual filing fees must
be paid and returns made to the Registrar of Companies within the time frame prescribed by law. |
| 4.2 | The obligations assumed by the Company under the Transaction Documents and the Pre-Funded Warrants will
not necessarily be enforceable in all circumstances in accordance with their terms. In particular: |
| (a) | enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts
or moratorium or other laws of general application relating to, protecting or affecting the rights of creditors and/or contributories; |
| (b) | enforcement may be limited by general principles of equity. For example, equitable remedies such as specific
performance may not be available, inter alia, where damages are considered to be an adequate remedy; |
| (c) | some claims may become barred under relevant statutes of limitation or may be or become subject to defences
of set off, counterclaim, estoppel and similar defences; |
| (d) | where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable
in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; |
| (e) | the courts of the Cayman Islands have jurisdiction to give judgment in the currency of the relevant obligation
and statutory rates of interest payable upon judgments will vary according to the currency of the judgment. If the Company becomes insolvent
and is made subject to a liquidation proceeding, the courts of the Cayman Islands will require all debts to be proved in a common currency,
which is likely to be the “functional currency” of the Company determined in accordance with applicable accounting principles.
Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the Cayman Islands; |
| (f) | arrangements that constitute penalties will not be enforceable; |
| (g) | enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation,
public policy or mistake or limited by the doctrine of frustration of contracts; |
| (h) | provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the
requirements of legal and/or regulatory process; |
| (i) | the courts of the Cayman Islands may decline to exercise jurisdiction in relation to substantive proceedings
brought under or in relation to the Transaction Documents and the Pre-Funded Warrants in matters where they determine that such proceedings
may be tried in a more appropriate forum; |
| (j) | we reserve our opinion as to the enforceability of the relevant provisions of the Transaction Documents
and the Pre-Funded Warrants to the extent that they purport to grant exclusive jurisdiction as there may be circumstances in which the
courts of the Cayman Islands would accept jurisdiction notwithstanding such provisions; |
| (k) | a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory
power and there is doubt as to the enforceability of any provision in the Transaction Documents and the Pre-Funded Warrants whereby the
Company covenants to restrict the exercise of powers specifically given to it under the Companies Act, including, without limitation,
the power to increase its authorised share capital, amend its memorandum and articles of association or present a petition to a Cayman
Islands court for an order to wind up the Company; and |
| (l) | enforcement or performance of any provision in the Transaction Documents and the Pre-Funded Warrants which
relates, directly or indirectly, to an interest in the Company constituting shares, voting rights or ultimate effective control over management
in the Company may be prohibited or restricted if any such relevant interest is or becomes subject to a restrictions
notice issued under the Beneficial Ownership Transparency Act (As Revised) (the “BOT Act”). |
| 4.3 | Applicable court fees will be payable in respect of the enforcement of the Transaction Documents and the
Pre-Funded Warrants. |
| 4.4 | We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman
Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Transaction
Documents or the Pre-Funded Warrants. |
| 4.5 | In this opinion the phrase “non-assessable” means, with respect to ordinary shares of the Company,
that a shareholder shall not, solely by virtue of its status as a shareholder and in absence of a contractual arrangement, or an obligation
pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the ordinary
shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship
or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
Except as specifically stated herein, we make
no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents
or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this
opinion.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities”
and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement and the Prospectus Supplement. In
giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of
the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Exhibit 5.2
Will H. Cai
T: +852 3758 1210
wcai@cooley.com
October 7, 2024
Fangdd Network Group Ltd.
Room 1501, Shangmei Technology Building
No. 15 Dachong Road
Nanshan District, Shenzhen, 518072
People’s Republic of China
Ladies and Gentlemen:
We have acted as counsel to Fangdd Network Group
Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), in connection
with (i) the sale by the Company of 2,464,000 Class A ordinary shares, par value US$0.0005625 per share (“Ordinary Shares”),
and (ii) the sale of pre-funded warrants (the “Warrants”) to purchase up to 661,232 (the “Warrant
Shares”) Ordinary Shares, all pursuant to the Registration Statement on Form F-3 (File No. 333-267397) (the “Registration
Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Securities Act”), the prospectus included in the Registration Statement (the “Base
Prospectus”) and the prospectus supplement dated October 7, 2024, and filed with the Commission pursuant to Rule 424(b)
under the Act (together with the Base Prospectus, the “Prospectus”).
In connection with this opinion, we have examined
and relied upon the Registration Statement and the Prospectus, the forms of the Warrants filed as exhibits to a Current Report on Form
6-K and such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to
enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity
of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons where due authorization,
execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate
of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to
the laws of the State of New York. We express no opinion as to whether any other laws are applicable to the subject matter hereof and
express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation. We note that
the Company is incorporated under the laws of the Cayman Islands. We have assumed all matters determinable under the laws of the Cayman
Islands, including without limitation the valid existence and good standing of the Company, the corporate power of the Company to authorize,
execute and deliver the Warrants and to perform its obligations thereunder, and the due authorization of the Warrants by the Company.
We have assumed that the laws of the Cayman Islands would not impose any requirements or have any consequences relevant to our understanding
of the matters addressed in this opinion that would impact our conclusions with respect thereto.
Partners:
Will H. Cai Michael X. Yu Pang Lee Ferish P. Patel Ethan Z. Jin Xun Zeng Jie Zhang
Registered
Foreign Lawyer (New York): Yiming Liu
Cooley HK 35th Floor
Two Exchange Square 8 Connaught Place Central Hong Kong
T: +852 3758 1200
F: +852 3014 7818 cooley.com
With regard to our opinion below concerning the
validity and binding nature and enforceability of the Warrants:
(i) Our
opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance,
debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of equity
(including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered
in a proceeding in equity or at law, and (c) mandatory choice of law and jurisdiction rules and constitutional limitations on the validity
of the appointment of an agent for service of process or on the effectiveness of other methods of service of process;
(ii) Our
opinion is subject to the qualification that (a) the enforceability of provisions for indemnification or limitations on liability may
be limited by applicable law and by public policy considerations, and (b) the availability of specific performance, an injunction or other
equitable remedies is subject to the discretion of the court before which the request is brought;
(iii) We
express no opinion with respect to any provision of the Warrants that: (a) relates to the subject matter jurisdiction of any federal court
of the United States of America or any federal appellate court to adjudicate any controversy related to the Warrants; (b) specifies provisions
that must be waived in writing, to the extent that an oral agreement or implied agreement by trade practice or course of conduct has been
created that modifies such provision; (c) contains a waiver of an inconvenient forum, (d) provides for liquidated damages, buy-in damages,
default interest, late charges, monetary penalties, prepayment or make-whole payments or other economic remedies; (e) relates to advance
waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitations,
trial by jury, service of process or procedural rights; (f) restricts non-written modifications and waivers; (g) provides for the payment
of legal and other professional fees where such payment is contrary to law or public policy; (h) relates to exclusivity, election or accumulation
of rights or remedies; (i) provides that provisions of the Warrants are severable to the extent an essential part of the agreed exchange
is determined to be invalid and unenforceable; (j) authorizes or validates conclusive or discretionary determinations; (k) specifies a
party’s waiver of any breach or any provision is not to be construed as a waiver by such party of any prior breach of such provision
or of any other provision of the relevant agreement; (l) contains a waiver of any objection based on inappropriate venue or forum non
conveniens in a federal court of the United States; (m) implies that a federal court of the United States has subject matter jurisdiction;
or (n) purports to grant any court exclusive jurisdiction; and
(iv) We
express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect
to the choice of New York law provided for in the Warrants.
On the basis of the foregoing, and in reliance
thereon, we are of the opinion that the Warrants, when duly executed and delivered by the Company against payment therefor as provided
in the Registration Statement and the Prospectus, will be binding obligations of the Company.
This opinion is limited to the matters stated
herein and no opinion has been or should be implied or may be inferred beyond the matters expressly stated. This opinion is based on these
laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which
hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.
We consent to the reference to our firm under
the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Company’s Current
Report on Form 6-K filed with the Commission for incorporation by reference into the Registration Statement. In giving such consents,
we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder.
Partners:
Will H. Cai Michael X. Yu Pang Lee Ferish P. Patel Ethan Z. Jin Xun Zeng Jie Zhang
Registered
Foreign Lawyer (New York): Yiming Liu
Cooley
HK 35th Floor Two Exchange Square 8 Connaught Place Central Hong Kong
T:
+852 3758 1200 F: +852 3014 7818 cooley.com
| Sincerely, |
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| Cooley HK |
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| By: |
/s/ Will H. Cai |
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Will H. Cai |
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Partners: Will H.
Cai Michael X. Yu Pang Lee Ferish P. Patel Ethan Z. Jin Xun Zeng Jie Zhang
Registered
Foreign Lawyer (New York): Yiming Liu
Cooley HK 35th Floor
Two Exchange Square 8 Connaught Place Central Hong Kong
T:
+852 3758 1200 F: +852 3014 7818 cooley.com
3
Exhibit 10.1
SECURITIES
PURCHASE AGREEMENT
This Securities Purchase Agreement
(this “Agreement”) is dated as of October 4, 2024, between Fangdd Network Group Ltd., a Cayman Islands exempted company
(the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns,
a “Purchaser” and collectively, the “Purchasers”).
WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended
(the “Securities Act”), as to the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares (each as defined
below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from
the Company, securities of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth in this Section 1.1:
“Acquiring Person”
shall have the meaning ascribed to such term in Section 4.5.
“Action”
shall have the meaning ascribed to such term in Section 3.1(j).
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
are open for use by customers on such day.
“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the first (1st) Trading
Day following the date hereof.
“Commission”
means the United States Securities and Exchange Commission.
“Company
Cayman Counsel” means Maples and Calder (Hong Kong) LLP and/or other Cayman Islands counsel engaged by the Company.
“Company
U.S. Counsel” means Cooley LLP and/or other U.S. counsel engaged by the Company.
“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and
before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date
hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight
(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof,
unless otherwise instructed as to an earlier time by the Placement Agent.
“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(s).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exempt
Issuance” means the issuance of (a) Ordinary Shares, restricted share units or options to employees, officers or directors of
the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board
of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered
to the Company; (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities
exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date of this Agreement, provided that
such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise
price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend
the term of such securities; (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested
directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and
carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition
period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person)
which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business
of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing
in securities; and (d) the issuance of Class C ordinary shares, par value $0.0005625, of the Company.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).
“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(aa).
“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).
“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(n).
“Ordinary
Shares” means the Class A ordinary shares of the Company, par value $0.0005625, and any other class of securities into which
such securities may hereafter be reclassified or changed.
“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.
“Per Pre-Funded
Warrant Purchase Price” means the Per Share Purchase Price minus $0.0005625.
“Per Share
Purchase Price” equals $1.60, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Placement
Agent” means MM Global Securities, Inc.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
“Pre-Funded
Warrants” means, collectively, the pre-funded warrants to purchase Ordinary Shares delivered to the Purchasers at the Closing
in accordance with Section 2.1 hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full,
in the form of Exhibit A attached hereto.
“Pre-Funded
Warrant Shares” means the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants.
“Prospectus”
means the final prospectus filed for the Registration Statement.
“Prospectus
Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission
and delivered by the Company to each Purchaser at the Closing.
“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.
“Registration
Statement” means the effective Form F-3 registration statement with Commission file No. 333-267397 which registers the sale
of the Ordinary Shares to the Purchasers.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(h).
“Securities”
means the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares means the Ordinary Shares issued or issuable to each
Purchaser pursuant to this Agreement.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means the Ordinary Shares issued or issuable to each Purchaser pursuant to this Agreement.
“Share Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such
Purchaser’s name on the signature page of this Agreement and next to the heading “Share Subscription Amount,” in United
States dollars and in immediately available funds.
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing Ordinary Shares).
“Subscription
Amount” means the Share Subscription Amount and/or the Warrant Subscription Amount.
“Subsidiary”
means any subsidiary of the Company as disclosed in the SEC Reports, and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, and the New
York Stock Exchange (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, the Pre-Funded Warrants, all exhibits and schedules thereto and hereto and any other documents
or agreements executed in connection with the transactions contemplated hereunder.
“Transfer
Agent” means VStock Transfer, LLC, the current transfer agent of the Company, and any successor transfer agent of the Company.
“Warrant
Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for the Pre-Funded Warrants (in lieu of Shares)
purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Warrant
Subscription Amount,” in United States dollars and in immediately available funds.
ARTICLE II
PURCHASE AND SALE
2.1 Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery
of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase,
up to an aggregate of $5,000,000.00 of Securities. Notwithstanding anything herein to the contrary, to the extent that a Purchaser determines,
in its sole discretion, that as a result of such Purchaser’s Subscription Amount, such Purchaser (together with such Purchaser’s
Affiliates and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially
own Ordinary Shares in excess of the Beneficial Ownership Limitation, the Purchaser may elect to purchase Pre-Funded Warrants in lieu
of the Ordinary Shares. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser, 9.99%)
of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. In
each case, the election to receive Pre-Funded Warrants is solely at the option of the Purchaser. On the Closing Date, (i) each Purchaser
shall pay its respective Subscription Amount to the Company as set forth on the signature page hereto executed by such Purchaser for the
Shares and/or Pre-Funded Warrants to be issued and sold to such Purchaser at Closing, by wire transfer of immediately available funds
in accordance with the Company’s written wire instructions set forth in Section 2.2(iii), and (ii) the Company shall (A) cause
the Transfer Agent via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) to deliver Shares
equal to such Purchaser’s Share Subscription Amount divided by the Per Share Purchase Price (rounded down to the nearest whole share),
(B) issue Per Pre-Funded Warrants equal to such Purchaser’s Warrant Subscription Amount divided by the Per Pre-Funded Warrant Purchase
Price (rounded down to the nearest whole number), and (B) deliver to each such Purchaser the other items set forth in Section 2.2 deliverable
at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur remotely
by electronic transfer of the Closing documentation.
2.2 Deliveries.
(a) On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this
Agreement duly executed by the Company;
(ii) a
legal opinion of (x) Company U.S. Counsel with respect to U.S. laws and securities matters and (y) Company Cayman Counsel with respect
to Cayman Islands laws, each in a form and substance reasonably satisfactory to the Placement Agent and the Purchasers addressed to the
Placement Agent and the Purchasers;
(iii) the
Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief
Executive Officer or Chief Financial Officer;
(iv) a
copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository
Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Share Subscription
Amount divided by the Per Share Purchase Price (rounded down to the nearest whole share), registered in the name of such Purchaser;
(v) Pre-Funded
Warrants equal to such Purchaser’s Warrant Subscription Amount divided by the Per Pre-Funded Warrant Purchase Price (rounded down
to the nearest whole number); and
(vi) the
Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).
(b) On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this
Agreement duly executed by such Purchaser; and
(ii) such
Purchaser’s Subscription Amount.
2.3 Closing
Conditions.
(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific
date therein in which case they shall be accurate as of such date);
(ii) all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
and
(iii) the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b) The
respective obligations of each Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of
a specific date therein in which case they shall be accurate as of such date);
(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) the
Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have
delivered to such Purchaser the Prospectus and the Prospectus Supplement as required thereunder;
(v) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(vi) from
the date hereof to the Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities
nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude
in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser,
makes it impracticable or inadvisable to purchase the Securities at the Closing.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Representations
and Warranties of the Company. Except as set forth in the SEC Reports, which shall be deemed a part hereof and shall qualify any representation
made herein, the Company hereby makes the following representations and warranties to each Purchaser:
(a) Subsidiaries
and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary”
and collectively, the “Subsidiaries”) has been identified on the SEC Reports, and each of the consolidated entities
which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”)
by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”)
has been disclosed in the SEC Reports. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own
its property and to conduct its business as described in the Prospectus and SEC Reports; all of the equity interests of each Subsidiary
have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid and non-assessable
and, are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been
duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable
and are owned directly as described in the Prospectus and SEC Reports, free and clear of all liens, encumbrances, equities or claims.
None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive or similar rights of
any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and Affiliated
Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and
effect. Apart from the Subsidiaries and Affiliated Entities, the Company has no direct or indirect Subsidiaries.
(i) The
description of the corporate structure of the Company and each of the contracts among the Subsidiaries, the shareholders of the Affiliated
Entities and the Affiliated Entities, as the case may be (each a “VIE Agreement” and collectively the “VIE
Agreements”), as set forth in the Prospectus and SEC Reports, is true and accurate and nothing has been omitted from such description
which would make it misleading. There is no other agreement, contract or other document relating to the corporate structure or the operation
of the Company together with its Subsidiaries and Affiliated Entities taken as a whole, which has not been previously disclosed or made
available to the Underwriters and disclosed in Prospectus and SEC Reports.
(ii) Each
VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation
of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general
equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental
agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except
as already obtained or disclosed in the Prospectus and SEC Reports; no consent, approval, authorization, order, filing or registration
that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed.
The corporate structure of the Company complies with all applicable laws and regulations of the PRC, and neither the corporate structure
nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental
proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Affiliated Entities or shareholders of the Affiliated
Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and, to the best knowledge of the Company, no such
proceeding, inquiry or investigation is threatened in any jurisdiction.
(iii) The
execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of
any of the terms and provisions of or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim
upon any property or assets of the Company or any of the Subsidiaries and Affiliated Entities pursuant to (A) the constitutive or organizational
documents of the Company or any of the Subsidiaries and Affiliated Entities, (B) any statute, rule, regulation or order of any governmental
agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Affiliated Entities
or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Company or any of the Subsidiaries and Affiliated Entities is a party or by which the Company or any of the
Subsidiaries and Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Affiliated
Entities is subject, except, in the case of (B) and (C), where such conflict, breach, violation or default would not reasonably be expected
to have a Material Adverse Effect (as defined below). Each VIE Agreement is in full force and effect and none of the parties thereto is
in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE
Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and
no such termination or non-renewal has been threatened by any of the parties thereto.
(iv) The
Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated
Entities, through its rights to authorize the shareholders of the Affiliated Entities to exercise their voting rights.
(b) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and, if applicable under the laws of the jurisdiction in which they are formed, in good standing under the laws of the
jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets
and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of
the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each
of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other
entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be
expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a
material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the
Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any
material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or
seeking to revoke, limit or curtail such power and authority or qualification.
(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no
further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith
other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been
(or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will
constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as
limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.
(d) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which
it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and
thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of
the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or
similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit
facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the
Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or
(iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject
(including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is
bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result
in a Material Adverse Effect.
(e) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the
filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii)
application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner
required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions
contemplated herein; and (v) such filings as are required to be made under applicable state securities laws (collectively, the
“Required Approvals”).
(f) Issuance
of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the
applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed
by the Company. The Company has reserved from its duly authorized capital stock the maximum number of Ordinary Shares issuable
pursuant to this Agreement and the Pre-Funded Warrants. The Company has prepared and filed the Registration Statement in conformity
with the requirements of the Securities Act, which became effective on September 29, 2022 (the “Effective Date”),
including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The
Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the
Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings
for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if
required by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule
424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the
Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the
requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus,
Prospectus Supplement and any amendments or supplements thereto, at the time the Prospectus, Prospectus Supplement or any amendment
or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of
the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The
Company was at the time of the filing of the Registration Statement eligible to use Form F-3. The Company is eligible to use Form
F-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities
being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction
I.B.5 of Form F-3.
(g)
Capitalization. The capitalization of the Company as of the date hereof is as disclosed in the SEC Reports. The Company has not
issued any capital stock since its most recently filed Form 20-F, other than (i) pursuant to the exercise of employee stock options
under the Company’s stock option plans disclosed in the SEC Reports, (ii) pursuant to the issuance of Ordinary Shares to
employees pursuant to the Company’s employee stock purchase plans disclosed in the SEC Reports, and (iii) pursuant to the
conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed Form 20-F. No Person
has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as disclosed in the SEC Reports and except as a result of the purchase and sale of
the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any
Person any right to subscribe for or acquire, any Ordinary Shares or the capital stock of any Subsidiary, or contracts, commitments,
understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or
Ordinary Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company
or any Subsidiary to issue Ordinary Shares or other securities to any Person (other than the Purchasers). There are no outstanding
securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or
reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding
securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no
contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a
security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock”
plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly
authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws,
and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase
securities. No further approval or authorization of any stockholder, the Board of Directors, or others is required for the issuance
and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the
Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the
Company’s stockholders.
(h) SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to
be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the
Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely
basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any
such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the
Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The Company has never been a “shell
company” as such term is defined in Rule 144(i) under the Securities Act. The financial statements of the Company included in
the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the
Commission with respect thereto as in effect at the time of filing, or the amendments thereto. Such financial statements have been
prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods
involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material
respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end
audit adjustments.
(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as disclosed in the SEC Reports, (i) there has been no event, occurrence or development that has had
or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities
(contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent
with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or
disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not
declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any
agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any
officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the
Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this
Agreement or as disclosed in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or
exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses,
prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under
applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1
Trading Day prior to the date that this representation is made.
(j) Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court,
arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively,
an “Action”). Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the
subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of
fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated or threatened, any
investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission
has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any
Subsidiary under the Exchange Act or the Securities Act.
(k) Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the
Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its
Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such
Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and
its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive
officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment
contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or
agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does
not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and
its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and
employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(l) Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan
or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound
(whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court,
arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any
governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as
could not have or reasonably be expected to result in a Material Adverse Effect.
(m) Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to
pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or
subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the
environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or
handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder
(“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of
any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected
to have, individually or in the aggregate, a Material Adverse Effect.
(n) Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC
Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect
(“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating
to the revocation or modification of any Material Permit.
(o) Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and
good and marketable title in all personal property owned by them that is material to the business of the Company and the
Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and
(ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance
with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under
lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and
the Subsidiaries are in compliance.
(p) Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and
similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and
which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property
Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of,
the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned,
within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the
latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that
the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be
expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are
enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its
Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual
properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.
(q) Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in
such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but
not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company
nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a
significant increase in cost.
(r) Transactions
With Affiliates and Employees. None of the officers or directors of the Company or any Subsidiary and, to the knowledge of the
Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any
Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the
borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or,
to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an
officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary
or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee
benefits, including stock option agreements under any stock option plan of the Company.
(s) Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the
Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by
the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries
maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in
accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is
permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers
have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the
period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation
Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the
certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the
Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such
term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to
materially affect, the internal control over financial reporting of the Company and its Subsidiaries.
(t) Certain
Fees. Except as set forth in the Prospectus Supplement, no brokerage or finder’s fees or commissions are or will be
payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker,
bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no
obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type
contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction
Documents.
(u) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be
or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company
shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the
Investment Company Act of 1940, as amended.
(v) Registration
Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any
securities of the Company or any Subsidiary.
(w) Listing
and Maintenance Requirements. The Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has
taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Ordinary Shares
under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.
Except as disclosed in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading
Market on which the Ordinary Shares are or have been listed or quoted to the effect that the Company is not in compliance with the listing
or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future
continue to be, in compliance with all such listing and maintenance requirements. The Ordinary Shares are currently eligible for electronic
transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the
fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.
(x) Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable
any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar
anti-takeover provision under the Company’s memorandum and articles of association (or similar charter documents) or the laws of
its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling
their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s
issuance of the Securities and the Purchasers’ ownership of the Securities.
(y) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel
with any information that it believes constitutes or might constitute material, non-public information which is not otherwise
disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing
representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the
Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated
hereby, including those disclosed in the SEC Reports, is true and correct and does not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the
date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any
representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in
Section 3.2 hereof.
(z) No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of
the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated.
(aa) Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the
Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including
known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry
on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital
availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it
to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts
on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its
ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its
debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or
liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The SEC Reports
sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which
the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any
liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary
course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether
or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except
guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of
business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in
accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
(bb) Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is
subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to
be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment
of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company
or of any Subsidiary know of no basis for any such claim.
(cc) Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or
other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or
campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by
any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material
respect any provision of FCPA.
(dd) Accountants.
The Company’s accounting firm is set forth in the Registration Statement. To the knowledge and belief of the Company, such
accounting firm (i) is a registered public accounting firm as required by the Exchange Act, and (ii) shall express its opinion with
respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31,
2024.
(ee) Acknowledgment
Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting
solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions
contemplated 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 the Transaction Documents and the transactions contemplated thereby and any
advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and
the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further
represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has
been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its
representatives.
(ff) Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Sections 3.2(f) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has
been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short,
securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the
Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including,
without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private
placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any
Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or
indirectly, presently may have a “short” position in the Ordinary Shares, and (iv) each Purchaser shall not be deemed to
have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The
Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times
during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the
existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted.
The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction
Documents.
(gg) Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any
action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of,
any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other
securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement
agent in connection with the placement of the Securities.
(hh) Stock
Equity Plans. Each stock option or equity award granted by the Company under the Company’s equity award plans was granted
(i) in accordance with the terms of the Company’s shareholder approved equity award plan(s) and (ii) with an exercise price at
least equal to the fair market value of the Ordinary Shares on the date such option or equity award would be considered granted
under GAAP and applicable law. No stock option or equity award granted under the Company’s or equity award plan(s) has been
backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant,
options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of
material information regarding the Company or its Subsidiaries or their financial results or prospects.
(ii)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).
(jj)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within
the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.
(kk) Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of
1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or
indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of
the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company
nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity
that is subject to the BHCA and to regulation by the Federal Reserve.
(ll)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
(mm)
Communist Chinese Military Companies. The Company does not constitute a “Communist Chinese Military Company” under
Executive Order 13959, issued by former President Trump on November 12, 2020 under the authority of Section 1237 of the National Defense
Authorization Act for Fiscal Year 1999.
(nn)
Compliance with PRC Overseas Investment and Listing Regulations. Each of the Company and its Subsidiaries and Affiliated Entities
has complied, and has taken all reasonable steps to ensure compliance by each of its shareholders, directors and officers that is, or
is directly or indirectly owned or controlled by, a PRC resident or citizen with any applicable rules and regulations of the relevant
PRC government agencies (including but not limited to the Ministry of Commerce, the National Development and Reform Commission, the China
Securities Regulatory Commission (“CSRC”) and the State Administration of Foreign Exchange (the “SAFE”))
relating to overseas investment by PRC residents and citizens (the “PRC Overseas Investment and Listing Regulations”),
including, without limitation, requesting each such Person that is, or is directly or indirectly owned or controlled by, a PRC resident
or citizen, to complete any registration and other procedures required under applicable PRC Overseas Investment and Listing Regulations
(including any applicable rules and regulations of the SAFE).
(oo) M&A
Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic
Enterprises by Foreign Investors and any official clarifications, guidance, interpretations or implementation rules in connection
with or related thereto (the “PRC Mergers and Acquisitions Rules”) jointly promulgated by the Ministry of
Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of
Industry and Commerce, the CSRC and the State Administration of Foreign Exchange on August 8, 2006 and amended on June 22, 2009,
including the provisions thereof which purport to require offshore special purpose entities formed for listing purposes and
controlled directly or indirectly by PRC companies or individuals to obtain the approval of the CSRC prior to the listing and
trading of their securities on an overseas stock exchange. The Company has received legal advice specifically with respect to the
PRC Mergers and Acquisitions Rules from its PRC counsel, and the Company understands such legal advice. In addition, the Company has
communicated such legal advice in full to each of its directors that signed the Registration Statement and each such director has
confirmed that he or she understands such legal advice. The issuance and sale of the Shares, the listing and trading of the Shares
on NASDAQ Capital Market and the consummation of the transactions contemplated by this Agreement (i) are not and will not be, as of
the date hereof or at the Closing Date, adversely affected by the PRC Mergers and Acquisitions Rules and (ii) do not require the
prior approval of the CSRC.
3.2
Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and
warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case
they shall be accurate as of such date):
(a) Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction
Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction
Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized
by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser.
Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in
accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it
in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.
(b)
Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct
or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this
representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or
otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the
ordinary course of its business.
(c)
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.
(d)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
(e)
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including
all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the
Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that
is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither
the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect
to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes
any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public
information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the
Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to
such Purchaser.
(f)
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has
not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any
purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser
first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material
terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,
in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of
such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers
managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion
of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other
than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,
directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of
all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding
the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions,
with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
Notwithstanding the foregoing,
for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect
to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
The Company acknowledges and
agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on
the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any
other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation
of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute
a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or
similar transactions in the future.
ARTICLE IV
OTHER AGREEMENTS
OF THE PARTIES
4.1 Legends.
(a) The
Shares and Pre-Funded Warrant Shares shall be issued free of legends.
(b) If
all or any portion of a Pre-Funded Warrant is exercised at a time when there is an effective registration statement to cover the issuance
or resale of the Pre-Funded Warrant Shares or if the Pre-Funded Warrant is exercised via cashless exercise, the Pre-Funded Warrant Shares
issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date hereof the Registration
Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise
available for the initial sale by the Company, or the resale by the Purchasers, of the Pre-Funded Warrant Shares, the Company shall immediately
notify the holders of the Pre-Funded Warrants in writing that such registration statement is not then effective and thereafter shall promptly
notify such holders when the registration statement is effective again and available for the initial sale by the Company or the resale
by the Purchasers of the Pre-Funded Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the
Company to issue, or any Purchaser to sell, any of the Pre-Funded Warrant Shares in compliance with applicable federal and state securities
laws). The Company shall use commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering
the issuance or resale of the Pre-Funded Warrant Shares effective during the term of the Pre-Funded Warrants.
4.2
Furnishing of Information. Until the earliest of the time that (i) no Purchaser owns Securities and (ii) the Pre-Funded Warrants
have been exercised in full, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company
is not then subject to the reporting requirements of the Exchange Act.
4.3 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section
2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of
any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval
is obtained before the closing of such subsequent transaction.
4.4
Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material
terms of the transactions contemplated hereby, and (b) file a Current Report on Form 6-K, including the Transaction Documents as exhibits
thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company
represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers
by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the
transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges
and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company,
any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the
Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other
in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall
issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any
press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which
consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party
shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the
Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission
or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities
law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required
by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted
pursuant to this sentence.
4.5
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by
the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving
Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.
4.6
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting
on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes
constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information
and agreed with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be
relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, any of its
Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information
to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any
duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or
Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates
not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law.
To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information
regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current
Report on Form 6-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting
transactions in securities of the Company.
4.7
Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for general corporate purposes.
4.8 Indemnification
of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its
directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such
Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers,
shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding
such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser
Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation
that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations,
warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action
instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the
Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction
Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or
covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such
stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party
which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought
against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall
promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own
choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such
Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,
(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action
there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and
the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more
than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by
a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed;
or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s
breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the
other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements
contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others
and any liabilities the Company may be subject to pursuant to law.
4.9
Reservation of Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and
keep available at all times, free of preemptive rights, a sufficient number of Ordinary Shares for the purpose of enabling the Company
to issue the Ordinary Shares pursuant to this Agreement and the Pre-Funded Warrant Shares pursuant to any exercise of the Pre-Funded
Warrants.
4.10
Listing of Ordinary Shares. For so long as any Pre-Funded Warrants are outstanding and exercisable, the Company hereby agrees
to use best efforts to maintain the listing or quotation of the Ordinary Shares on the Trading Market on which it is currently listed,
and prior to the Closing, the Company shall apply to list or quote all of the Shares and Pre-Funded Warrant Shares on such Trading Market
and promptly secure the listing of all of the Shares on such Trading Market. The Company further agrees, if the Company applies to have
the Ordinary Shares traded on any other Trading Market, it will then include in such application all of the Shares and Pre-Funded Warrant
Shares, and will take such other action as is necessary to cause all of the Shares and Pre-Funded Warrant Shares to be listed or quoted
on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing
and trading of its Ordinary Shares on a Trading Market and will comply in all respects with the Company’s reporting, filing and
other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Ordinary Shares
for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation,
by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic
transfer.
4.11
Subsequent Equity Sales.
(a)
From the date hereof until seven (7) days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any
agreement to issue or announce the issuance or proposed issuance of any shares of Ordinary Share or Ordinary Share Equivalents
(each, a “Subsequent Placement”).
(b) From
the date hereof until seven (7) days after the Closing Date, the Company shall be prohibited from effecting or entering into an agreement
to effect any issuance by the Company or any of its Subsidiaries of Ordinary Share or Ordinary Share Equivalents (or a combination of
units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the
Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right
to receive additional Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon
and/or varies with the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance of such debt or
equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial
issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the
business of the Company or the market for the Ordinary Shares or (ii) enters into, or effects a transaction under, any agreement, including,
but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. Any Purchaser shall
be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right
to collect damages.
(c) Notwithstanding
the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an
Exempt Issuance.
4.12 Participation
Right. Until thirty (30) days after the Closing Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly,
effect any Subsequent Placement unless the Company shall have first complied with this Section 4.12. The Company acknowledges and agrees
that the right set forth in this Section 4.12 is a right granted by the Company, separately, to each Purchaser.
(a) At
least five (5) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Purchaser a written
notice (each such notice, a “Pre-Notice”), which Pre-Notice shall not contain any information (including, without limitation,
material, non-public information) other than: (A) if the proposed Offer Notice (as defined below) constitutes or contains material, non-public
information, a statement asking whether such Purchaser is willing to accept material non-public information or (B) if the proposed Offer
Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect
a Subsequent Placement, (y) a statement that the statement in clause (x) above does not constitute material, non-public information and
(z) a statement informing such Purchaser that it is entitled to receive an Offer Notice (as defined below) with respect to such Subsequent
Placement upon its written request. Upon the written request of a Purchaser within three (3) Trading Days after the Company’s delivery
to such Purchaser of such Pre-Notice, and only upon a written request by such Purchaser, the Company shall promptly, but no later than
one (1) Trading Day after such request, deliver to such Purchaser an irrevocable written notice (the “Offer Notice”)
of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered
Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe
the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be
issued, sold or exchanged, and (C) offer to issue and sell to or exchange with such Purchaser in accordance with the terms of the Offer
such Purchaser’s pro rata portion of thirty percent (30%) of the Offered Securities, provided that the number of Offered Securities
which such Purchaser shall have the right to subscribe for under this Section 4.12 shall be (x) based on such Purchaser’s pro rata
portion of the aggregate number of Shares purchased hereunder by all Purchasers (the “Basic Amount”), and (y) with
respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the
Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for
less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until each Purchaser
shall have an opportunity to subscribe for any remaining Undersubscription Amount.
(b) To
accept an Offer, in whole or in part, such Purchaser must deliver a written notice to the Company prior to the end of the fifth (5th)
Business Day after such Purchaser’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion
of such Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its
Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”).
If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then each Purchaser who has
set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed
for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the
difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription
Amount”), each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion
of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that
have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding
the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period,
the Company may deliver to each Purchaser a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such
Purchaser’s receipt of such new Offer Notice.
(c) The
Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or any
part of such Offered Securities as to which a Notice of Acceptance has not been given by a Purchaser (the “Refused Securities”)
pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer
Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest rates) that
are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and
(B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and (y) either (I) the consummation of the transactions
contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent Placement Agreement, which shall be filed
with the SEC on a Current Report on Form 6-K with such Subsequent Placement Agreement and any documents contemplated therein filed as
exhibits thereto.
(d) In
the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified
in Section 4.12(c) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the
Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered
Securities that such Purchaser elected to purchase pursuant to Section 4.12(b) above multiplied by a fraction, (A) the numerator of which
shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities
to be issued or sold to Purchasers pursuant to this Section 4.12 prior to such reduction) and (B) the denominator of which shall be the
original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities
specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered
Securities unless and until such securities have again been offered to the Purchasers in accordance with Section 4.12(a) above.
(e) Upon
the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Purchaser shall acquire from the
Company, and the Company shall issue to such Purchaser, the number or amount of Offered Securities specified in its Notice of Acceptance,
as reduced pursuant to Section 4.12(d) above if such Purchaser has so elected, upon the terms and conditions specified in the Offer. The
purchase by such Purchaser of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company
and such Purchaser of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance
to such Purchaser and its counsel.
(f) Any
Offered Securities not acquired by a Purchaser or other Persons in accordance with this Section 4.12 may not be issued, sold or exchanged
until they are again offered to such Purchaser under the procedures specified in this Agreement.
(g) The
Company and each Purchaser agree that if any Purchaser elects to participate in the Offer, neither the Subsequent Placement Agreement
with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”)
shall include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any securities
of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection
with, any agreement previously entered into with the Company or any instrument received from the Company.
(h) Notwithstanding
anything to the contrary in this Section 4.12 and unless otherwise agreed to by such Purchaser, the Company shall either confirm in writing
to such Purchaser that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention
to issue the Offered Securities, in either case, in such a manner such that such Purchaser will not be in possession of any material,
non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice. If by such fifth (5th) Business Day, no
public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment
of such transaction has been received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall
not be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries. Should the Company
decide to pursue such transaction with respect to the Offered Securities, the Company shall provide such Purchaser with another Offer
Notice and such Purchaser will again have the right of participation set forth in this Section 4.12. The Company shall not be permitted
to deliver more than one such Offer Notice to such Purchaser in any sixty (60) day period, except as expressly contemplated by the last
sentence of Section 4.12(b).
(i) The
restrictions contained in this Section 4.12 shall not apply in connection with the Exempt Issuance.
4.13
Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration
is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate
right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat
the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the
purchase, disposition or voting of Securities or otherwise.
4.14
Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that
neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at
such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as
described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the
transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described
in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction. Notwithstanding
the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees
that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any
securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to
the initial press release as described in Section 4.4, (ii) no Purchaser
shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities
laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial
press release as described in Section 4.4 and (iii) no Purchaser shall
have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance
of the initial press release as described in Section 4.4. Notwithstanding
the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate
portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect
to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this
Agreement.
4.15 Exercise
Procedures. The form of Notice of Exercise included in the Pre-Funded Warrants sets forth the totality of the procedures required
of the Purchasers in order to exercise the Pre-Funded Warrants. No additional legal opinion, other information, or instructions shall
be required of the Purchasers to exercise their Pre-Funded Warrants. Without limiting the preceding sentences, no ink-original Notice
of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise
form be required in order to exercise the Pre-Funded Warrants. The Company shall honor exercises of the Pre-Funded Warrants and shall
deliver Pre-Funded Warrant Shares in accordance with the terms, conditions, and time periods set forth in the Transaction Documents.
4.16
Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding
Ordinary Shares, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations
under the Transaction Documents, including, without limitation, its obligation to issue the Shares pursuant to the Transaction Documents,
are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of
any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may
have on the ownership of the other stockholders of the Company.
ARTICLE V
MISCELLANEOUS
5.1
Termination. This Agreement may be terminated by the Company or any Purchaser, as to such Purchaser’s obligations hereunder
only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other
parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided,
however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).
5.2
[Reserved.]
5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus
Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such
documents, exhibits and schedules.
5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is
delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached
hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the
signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c)
the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service
or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications
shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document
constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form 6-K.
5.5 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares based on the initial
Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought,
provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers),
the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver
of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any
party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately,
materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the
other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with
this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.
5.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.
5.7 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other
than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or
transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by
the provisions of the Transaction Documents that apply to the “Purchasers.”
5.8 No
Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of the Company
in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.
5.9 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action
or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section
4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.
5.10 Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
5.11 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original
thereof.
5.12 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
5.13 Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of
the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and
the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw,
in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part
without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an exercise of a Pre-Funded
Warrant, the applicable Purchaser shall be required to return any Ordinary Shares subject to any such rescinded exercise notice concurrently
(if such Shares were delivered to the applicable Purchaser) with the return to such Purchaser of the aggregate exercise price paid to
the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s
Pre-Funded Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).
5.14 Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall
issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of
and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of
such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable
third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.
5.15 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may
not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby
agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would
be adequate.
5.16 Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required
to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without
limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.
5.17 Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and
not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance
of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently
protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction
Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.
Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For
reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through
Schiff Hardin LLP. Schiff Hardin LLP does not represent any of the Purchasers and only represents the Placement Agent. The Company has
elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it
was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this
Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers
collectively and not between and among the Purchasers.
5.18 Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents
is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been
paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due
and payable shall have been canceled.
5.19 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.
5.20 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to
share prices and Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock
dividends, stock combinations and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.
5.21 Sales
During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of
this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement
Period”), such Purchaser sells to any Person all, or any portion, of any Shares to be issued hereunder to such Purchaser at
the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any
additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall
be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall
not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such
Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute
a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any Shares
to any Person and that any such decision to sell any Shares by such Purchaser shall be made, in the sole discretion of such Purchaser,
at the time such Purchaser elects to effect any such sale, if any.
5.22 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH
KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY
WAIVES FOREVER TRIAL BY JURY.
(Signature Pages Follow)
IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.
| FANGDD NETWORK GROUP LTD. |
|
Address for Notice: |
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Room 1501, Shangmei Technology |
| |
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Building, No. 15 Dachong Road, |
| |
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Nanshan District, Shenzhen, |
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518072,People’s Republic of China. |
| |
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| By: |
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E-Mail: |
| |
Name: |
Zeng Xi |
|
Fax: |
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Title: |
CEO |
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| |
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| With a copy to (which shall not constitute notice): |
|
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
[PURCHASER SIGNATURE PAGES TO FANGDD NETWORK GROUP
LTD.
SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.
Name of Purchaser: ________________________________________________________
Signature of Authorized Signatory of Purchaser:
_________________________________
Name of Authorized Signatory: _______________________________________________
Title of Authorized Signatory: ________________________________________________
Email Address of Authorized Signatory:_________________________________________
Facsimile Number of Authorized Signatory: __________________________________________
Address for Notice to Purchaser: _____________________________________________
Address for Delivery of Securities to Purchaser (if not same as address
for notice):
Subscription Amount: $_________________
Share Subscription Amount: $_________________
Number of Shares: _________________
Warrant Subscription Amount: $_________________
Number of Pre-Funded Warrants: ___________
Beneficial Ownership Blocker ☐
4.99% or ☐ 9.99%
EIN Number: _______________________
o
Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to
purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company
to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing
shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated
by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any
agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an
unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the
like or purchase price (as applicable) to such other party on the Closing Date.
Exhibit 99.1
FANGDD ANNOUNCES PRICING OF US$5.0 MILLION REGISTERED
DIRECT OFFERING
SHENZHEN, China, October 4, 2024 (GLOBE NEWSWIRE)
-- Fangdd Network Group Ltd. (Nasdaq: DUO) (“FangDD” or the “Company”), a customer-oriented property technology
company in China, today announced that it has entered into a securities purchase agreement with certain investors (the “Purchase
Agreement”) for the issuance and sale by the Company of up to 3,125,000 Class A ordinary shares (or pre-funded warrants in lieu
thereof), at a price of US$1.60 per share (or US$1.5994375 per pre-funded warrant), in a registered direct offering.
The Purchase Agreement contains representations,
warranties and other provisions customary for transactions of this nature. The offering is expected to close on or about October 7, 2024,
subject to the satisfaction of customary closing conditions. FangDD intends to use the net proceeds from this offering for general corporate
purposes.
The Company has engaged MM Global Securities,
Inc. as its exclusive placement agent in connection with this offering.
The securities described above will be offered
by the Company pursuant to an effective “shelf” registration statement on Form F-3 (File No. 333-267397) previously filed
with the United States Securities and Exchange Commission (the “SEC”) on September 13, 2022 and declared effective by the
SEC on September 29, 2022. The securities may be offered only by means of a written prospectus and prospectus supplement that form a part
of the registration statement. The prospectus supplement and accompanying base prospectus contain important information relating to the
Class A ordinary shares and pre-funded warrants to be sold in the offering. The prospectus supplement will be filed with the SEC and will
be available on the SEC’s website at http://www.sec.gov, or may be obtained, when available, by contacting us at Room 1501, Shangmei
Technology Building, No. 15 Dachong Road, Nanshan District, Shenzhen, the PRC, or by email at ir@fangdd.com.
This press release shall not constitute an offer
to sell nor the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state
or jurisdiction.
About FangDD
Fangdd Network Group Ltd. (Nasdaq: DUO) is a customer-oriented
property technology company in China, focusing on providing real estate transaction digitalization services. Through innovative use of
mobile internet, cloud, big data, artificial intelligence, among others, FangDD has fundamentally revolutionized the way real estate transaction
participants conduct their business through a suite of modular products and solutions powered by SaaS tools, products and technology.
For more information, please visit http://ir.fangdd.com.
Safe Harbor Statement
This announcement contains forward-looking statements.
These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be identified by terminology such as “aim,” “anticipate,” “believe,”
“estimate,” “expect,” “hope,” “going forward,” “intend,” “ought to,”
“plan,” “project,” “potential,” “seek,” “may,” “might,” “can,”
“could,” “will,” “would,” “shall,” “should,” “is likely to” and
the negative form of these words and other similar expressions. Among other things, statements that are not historical facts, including
statements about the Company’s beliefs and expectations are or contain forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking
statement. All information provided in this press release is as of the date of this press release and is based on assumptions that the
Company believes to be reasonable as of this date, and the Company does not undertake any obligation to update any forward-looking statement,
except as required under applicable law.
Investor Relations Contact
Ms. Linda Li
Director, Capital Markets Department
Phone: +86-0755-2699-8968
E-mail: ir@fangdd.com
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