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 December 2024
Commission File Number: 001-39127
Canaan Inc.
28 Ayer Rajah Crescent
#06-08
Singapore 139959
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXPLANATORY NOTE
This current report on Form 6-K is incorporated
by reference into the registration statement on Form F-3 of the Company (File No. 333-278762) and shall be a part thereof from the date
on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
Canaan Inc. Engages with Macquarie Capital Limited,
Keefe, Bruyette & Woods, Inc., and Certain Other Agents as the New Sales Agents for Its At-The-Market Offering and Files Updated Prospectus
Supplement
On December 23, 2024, Canaan Inc. (NASDAQ: CAN)
(“Canaan” or the “Company” or “We”) entered into a sales agreement (the “ATM Agreement”)
with Macquarie Capital Limited (“Macquarie Capital”), Keefe, Bruyette & Woods, Inc. (“KBW”), China Renaissance
Securities (Hong Kong) Limited, Compass Point Research & Trading, LLC, Craig-Hallum Capital Group LLC, Northland Securities, Inc.,
Rosenblatt Securities Inc., The Benchmark Company, LLC, and B. Riley Securities Inc. (“B. Riley”) as sales agents (the “sales
agents”).
The Company has filed a new prospectus supplement,
dated December 23, 2024, Eastern Standard Time (the “Prospectus Supplement”) setting up the new at-the-market equity offering
program (the “ATM Program” or “ATM”), under which the Company may sell up to an aggregate of US$270 million of
the American depositary shares (“ADSs”), each representing fifteen Class A ordinary shares of the Company, through
or to the sales agents. The timing and extent of the use of the ATM Program will be at the discretion of the Company.
Pursuant to the ATM Agreement, the sales agents
may sell the ADSs by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the
Securities Act of 1933, as amended. The sales agents will use commercially reasonable efforts consistent with their normal trading and
sales practices to sell the shares from time to time, based upon instructions from the Company, including sales made directly on or through
the NASDAQ Global Market or any other existing trading market in the United States for ADSs representing the Company’s Class A ordinary
shares. Under the ATM Agreement, the sales agents are not required to sell any specific number or dollar amount of securities, but will
act as our sales agents using commercially reasonable efforts consistent with their normal trading and sales practices.
The ADSs will be offered under the Company’s
existing shelf registration statement, including the accompanying base prospectus, on Form F-3, as amended, which was initially filed
with the SEC on April 17, 2024 and became effective on September 5, 2024 (File No. 333-278762).
If the Company chooses to sell ADSs under the
ATM Program, it intends to use the net proceeds of this offering for research and development, expansion of production scale, manufacturing
or investing in digital mining sites and equipment for deployment and sales, and other general corporate purposes.
The foregoing summary of the ATM Agreement and
the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, reference to
the full text of the ATM Agreement, which is filed herewith as Exhibit 1.1 and incorporated by reference herein.
Effective December 20, 2024, the Company terminated
its at-the-market offering agreement with B. Riley, dated as of November 10, 2023, as amended by an Amendment no. 1 dated as of November 27,
2023, related to the offer and sale of the Company’s ADSs in at-the-market equity offering program. From November 10, 2023
to December 31, 2023, the Company utilized the above at-the-market equity offering program and sold 31,347,044 ADSs with net proceeds
of approximately US$61.2 million at an average price of US$1.99 per ADS. The Company did not utilize such program after December 31, 2023.
A copy of the opinion of Maples and Calder (Hong
Kong) LLP relating to the validity of the securities to be issued pursuant to the ATM Agreement is filed herewith as Exhibit 5.1. This
current report on Form 6-K is incorporated by reference into the registration statement on Form F-3 of the Company (File No. 333-278762)
and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports
subsequently filed or furnished.
This Form 6-K is for informational purposes
only and is not an offer to sell or a solicitation of an offer to buy any securities, which is made only by means of a prospectus supplement
and related prospectus. There will be no sale of these securities in any jurisdiction in which such an offer, solicitation of an offer
to buy or sale would be unlawful.
Safe Harbor Statement
This Form 6-K contains forward−looking statements.
These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.
These forward−looking statements can be identified by terminology such as “will,” “expects,”
“anticipates,” “future,” “intends,” “plans,” “believes,” “estimates”
and similar statements. Among other things, Canaan Inc.’s anticipated financing plans and its intended use of proceeds contain forward−looking
statements. Canaan Inc. may also make written or oral forward−looking statements in its periodic reports to the U.S. Securities
and Exchange Commission (“SEC”) on Forms 20−F and 6−K, in its annual report to shareholders, in press releases
and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are
not historical facts, including statements about Canaan Inc.’s beliefs and expectations, are forward−looking statements. Forward−looking
statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained
in any forward−looking statement, including but not limited to the following: the Company’s goals and strategies; the Company’s
future business development, financial condition and results of operations; the expected growth of the bitcoin industry and the price
of bitcoin; the Company’s expectations regarding demand for and market acceptance of its products, especially its bitcoin mining
machines; the Company’s expectations regarding maintaining and strengthening its relationships with production partners and customers;
the Company’s investment plans and strategies, fluctuations in the Company’s quarterly operating results; competition in its
industry; and relevant government policies and regulations relating to the Company and cryptocurrency. Further information regarding these
and other risks is included in the Company’s filings with the SEC. All information provided in this Form 6-K and in the attachments
is as of the date of this Form 6-K, and Canaan Inc. does not undertake any obligation to update any forward−looking statement, except
as required under applicable law.
Exhibit Index
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† |
Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because they both are not material and would likely cause competitive harm to the Registrant if publicly disclosed. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Canaan Inc. |
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| |
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| By: |
/s/ Nangeng Zhang |
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| |
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| Name: |
Nangeng Zhang |
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| Title: |
Chairman and Chief Executive Officer |
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Date: December 23, 2024
Exhibit 1.1
SPECIFIC TERMS IN THIS EXHIBIT HAVE
BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE THEY BOTH ARE
NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE
PLACE WITH THREE ASTERISKS [***].
CANAAN
INC.
American Depositary Shares
each representing fifteen Class A Ordinary Shares, par value $0.00000005 Per Share
Sales Agreement
December 23, 2024
Macquarie Capital Limited
Level 22, One International Finance Centre
1 Harbour View Street, Central
Hong Kong
|
Keefe, Bruyette & Woods, Inc.
787 7th Avenue
New York, NY 10019 |
|
China Renaissance Securities (Hong Kong) Limited
Units 8107-08, Level 81 International Commerce
Centre, 1 Austin Road West, Kowloon, Hong Kong |
|
Compass Point Research & Trading, LLC
1055 Thomas Jefferson Street, NW
Suite 303
Washington DC 20007
|
|
Craig-Hallum Capital Group LLC
222 South Ninth Street
Suite 350
Minneapolis, MN 55402 |
|
Northland Securities, Inc.
150 South Fifth Street,
Suite 3300
Minneapolis, MN 55402 |
|
Rosenblatt Securities Inc.
40 Wall Street
Floor 59
New York, NY 10005 |
|
The Benchmark Company, LLC
150 East 58th Street,
17th Floor
New York, NY 10155 |
|
B. Riley Securities, Inc.
299 Park Avenue,
21st Floor
New York, NY 10171
|
Ladies and Gentlemen:
Canaan
Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), confirms its agreement
(this “Agreement”) with Macquarie Capital Limited (the “Lead Agent”), Keefe, Bruyette &
Woods, Inc., China Renaissance Securities (Hong Kong) Limited, Compass Point Research & Trading, LLC, Craig-Hallum Capital
Group LLC, Northland Securities, Inc., Rosenblatt Securities Inc., The Benchmark Company, LLC, and B. Riley Securities, Inc.
(each an “Agent” and collectively, the “Agents”) as follows:
1. Issuance
and Sale of ADSs. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions
set forth herein, it may sell through or to the Agents, as sales agent or principal, American Depositary Shares ( “ADSs”),
each representing fifteen Class A ordinary shares, par value $0.00000005 per share in the capital of the Company (“Ordinary
Shares,” and such ADSs to be offered hereby, the “Placement ADSs”); provided however, that in no event
shall the Company sell through or to the Agents a number of Placement ADSs that (a) result in the sale of Ordinary Shares in excess
of the dollar amount of Ordinary Shares registered and available to be sold on the effective Registration Statement (as defined below)
pursuant to which the offering is being made or (b) exceeds the dollar amount of Ordinary Shares represented by ADSs registered on
the Prospectus Supplement (as defined below) (the lesser of (a) or (b) the “Maximum Amount”) and provided
further, however, that in no event shall the aggregate number of Placement ADSs sold pursuant to this Agreement exceed the number
of authorized but unissued Ordinary Shares. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance
with the limitations set forth in this Section 1 on the number of Placement ADSs issued and sold under this Agreement shall
be the sole responsibility of the Company and that the Agents shall have no obligation in connection with such compliance, provided that
the Designated Agent (as defined below) complies with parameters set forth by the Company in any Placement Notice (as defined below) issued
to such Designated Agent. The issuance and sale of Placement ADSs through or to the Agents will be effected pursuant to the Registration
Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement
to sell any Ordinary Shares or ADSs. The Placement ADSs will be issued pursuant to the Deposit Agreement dated as of November 20,
2019, among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all owners and holders
of the ADSs issued thereunder (the “Deposit Agreement”).
The Company has filed, in
accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities
Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3
(File No. 333-278762), including a base prospectus, relating to certain securities including the Placement ADSs to be issued from
time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with
the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange
Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement
specifically relating to the Placement ADSs (the “Prospectus Supplement”). The Company will furnish to the Agents,
for use by the Agents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus
Supplement, relating to the Placement ADSs. Except where the context otherwise requires, such registration statement, and any post-effective
amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained
in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or
deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement
on Form F-3 filed pursuant to Rule 415 under the Securities Act by the Company to cover any Placement ADSs, is herein called
the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein
by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities
Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented
by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by
the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.”
Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to
and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing
after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”).
For purposes of this Agreement,
all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the
most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable,
the Interactive Data Electronic Application system when used by the Commission (collectively, “EDGAR”).
2. Placements.
Each time that the Company wishes to sell Placement ADSs hereunder (each, a “Placement”), it will notify one of the
Agents (the “Designated Agent”) by electronic mail (or other method mutually agreed to in writing by the parties) of
the number of Placement ADSs, the time period during which sales are requested to be made, any limitation on the number of Placement ADSs
that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the
form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company
set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed
to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time
to time. The Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) the Designated
Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement
ADSs thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice, which suspension and termination rights
may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13.
The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the
sale of the Placement ADSs shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged
and agreed that neither the Company nor the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement
ADSs unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement
Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between
the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will
control.
3. Sale
of Placement ADSs by the Designated Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement
Notice, the Designated Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable
state and federal laws, rules and regulations and the rules of The Nasdaq Global Market (the “Exchange”),
to sell the Placement ADSs up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Designated
Agent will provide written confirmation to the Company as soon as practicable after market close on the Trading Day (as defined below)
on which it has made sales of Placement ADSs hereunder setting forth the number of Placement ADSs sold on such day, the compensation payable
by the Company to the Designated Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined
below) payable to the Company, with an itemization of the deductions made by the Designated Agent (as set forth in Section 5(b))
from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Designated Agent may sell Placement
ADSs by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the
Securities Act. “Trading Day” means any day on which Ordinary Shares are purchased and sold on the Exchange.
4. Suspension
of Sales. The Company or the Designated Agent may, upon notice to the other party in writing (including by email correspondence to
each of the individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged
by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable
facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 3), suspend
any sale of Placement ADSs (a “Suspension”); provided, however, that such suspension shall not affect or impair
any party’s obligations with respect to any Placement ADSs sold hereunder prior to the receipt of such notice. While a Suspension
is in effect, any obligation under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates,
opinions, or comfort letters to the Agents, shall be waived. Each of the parties agrees that no such notice under this Section 4
shall be effective against any other party unless it is made to one of the individuals named on Schedule 3 hereto, as such Schedule
may be amended from time to time.
5. Sale
and Delivery to the Designated Agent; Settlement.
(a) Sale
of Placement ADSs. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein
set forth, upon the Designated Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the Placement ADSs
described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Designated
Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts, by itself or through its affiliated
broker-dealers, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations
and the rules of the Exchange to sell such Placement ADSs up to the amount specified in, and otherwise in accordance with the terms
of, such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Designated Agent will
be successful in selling Placement ADSs, (ii) the Designated Agent will incur no liability or obligation to the Company or any other
person or entity if it does not sell Placement ADSs for any reason other than a failure by the Designated Agent to use commercially reasonable
efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the
rules of the Exchange to sell such Placement ADSs and (iii) the Designated Agent shall be under no obligation to purchase Placement
ADSs on a principal basis pursuant to this Agreement, except as otherwise agreed by the Designated Agent and the Company.
(b) Settlement
of Placement ADSs. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement ADSs will occur
on the first (1st) Trading Day following the date on which such sales are made (each, a “Settlement Date”).
The Designated Agent shall notify the Company of each sale of Placement ADSs no later than 8:00 p.m. (Eastern Time) the Trading Day
that the Designated Agent sold Placement ADSs. The amount of proceeds to be delivered to the Company on a Settlement Date against receipt
of the Placement ADSs sold (the “Net Proceeds”) will be equal to the aggregate sales price received by the Designated
Agent, after deduction for (i) the Designated Agent’s commission, discount or other compensation for such sales payable by
the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed by any governmental or self-regulatory
organization in respect of such sales.
(c) Delivery
of Placement ADSs. The Designated Agent shall establish at its clearing broker a settlement account for and in the name of the Company,
which account shall be entirely controlled and directed by the Company (the “Company Account”). As soon as practicable
after market close on each Trading Day (“T”) that the Designated Agent makes sales of Placement ADSs, the Designated
Agent shall advise the Company and the Depositary and provide a completed Form of Sales Confirmation Letter to the Company and the
Depositary prior to 5:00p.m. New York Time, of the number of Placement ADSs sold, the prices at which such Placement ADSs were sold,
and the net proceeds of such sales that the Company shall receive. By the end of the Trading Day that the Designated Agent makes sales
of Placement ADSs, the Company shall provide to the Depositary, prior to 10:00 p.m. New York time, a completed Form of Surrender
and Re-Issuance Instruction Letter to instruct the Depositary to deliver the ADSs to the account specified by the Designated Agent, which
ADSs in all cases shall be freely tradable, transferable, registered ADSs in good deliverable form. By 3pm ET on the Trading Day immediately
following T (“T+1”), the Depositary shall deliver the ADSs to the Designated Agent and the Designated Agent shall settle
the sale of such ADSs on a “delivery-versus-payment” (“DVP”) basis in accordance with customary practice
The Designated Agent shall, or shall instruct its clearing broker to, deliver the related Net Proceeds in same day funds to an account
designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or the Depositary, if applicable,
does not deliver the ADSs on a Settlement Date through no fault of the Designated Agent and provided that the Designated Agent has not
declined the applicable Placement Notice, the Company agrees that in addition to and in no way limiting the rights and obligations set
forth in Section 11(a) hereto, it will hold the Designated Agent harmless against any loss, claim, damage, or expense
(including reasonable legal fees and expenses), as incurred, arising out of or in connection with such failure to deliver and pay to the
Designated Agent (without duplication) any commission, discount or other compensation to which it would otherwise have been entitled absent
such failure to deliver.
(d) Limitations
on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement ADSs that would (A) result
in exceeding the Maximum Amount with respect to ADSs or Ordinary Shares, or (B) exceed the amount authorized from time to time to
be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized
executive committee, and notified to the Designated Agent in writing. Under no circumstances shall the Company cause or request the offer
or sale of any Placement ADSs pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s
board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Designated Agent
in writing.
(e) Sales
Through Agents. With respect to the offering and sale of Placement ADSs pursuant to this Agreement, the Company agrees that
any offer to sell Placement ADSs, any solicitation of an offer to buy Placement ADSs, and any sales of Placement ADSs shall only be effected
by or through a single Agent on any single given day, and the Company shall in no event request more than one Agent to sell Placement
ADSs pursuant to this Agreement on the same day.
(f) No
MNPI. Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or
sale, of any Placement ADSs pursuant to this Agreement) and, by notice to the Agents given by telephone (confirmed promptly by emails),
shall cancel any instructions for the offer or sale of any Placement ADSs, and the Agents shall not be obligated to offer or sell any
Placement ADSs during any period in which the Company is, or could be deemed to be, in possession of material non-public information.
6. Representations
and Warranties of the Company. Except as disclosed in the Registration Statement or Prospectus (including the Incorporated Documents),
the Company represents and warrants to, and agrees with the Agents that as of the date of this Agreement and as of each Applicable Time
(as defined below), unless such representation, warranty or agreement specifies a different date or time:
(a) Registration
Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions
for the use of Form F-3 under the Securities Act. The Registration Statement has been filed with the Commission and has been declared
effective under the Securities Act. The Prospectus Supplement will name the Agents as the agents in the section entitled “Plan of
Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use
of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and
sale of Placement ADSs as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material
respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies
of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein
that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to
the Agents and their counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion
of the distribution of the Placement ADSs, will not distribute any offering material in connection with the offering or sale of the Placement
ADSs other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agents
have consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance
requirements of the Exchange. The ADSs are currently quoted on the Exchange under the trading symbol “CAN.” The Company has
not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance
with the listing or maintenance requirements of the Exchange.
(b) Subsidiaries.
All of the direct and indirect significant subsidiaries (individually, a “Subsidiary”) of the Company are set forth
on Exhibit 21.1 to the Company’s most recent Annual Report on Form 20-F filed with the Commission. Except as set forth
in the SEC Reports (as defined below), the Company owns, directly or indirectly, all of the share capital or other equity interests of
each Subsidiary free and clear of any “Liens” (which for purposes of this Agreement shall mean a lien, charge, security interest,
encumbrance, right of first refusal, preemptive right or other restriction), and all of the issued and outstanding shares of capital of
each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase
securities.
(c) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and, if applicable under the laws of the applicable jurisdiction, in good standing under the laws of the jurisdiction of its incorporation
or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently
conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate of
incorporation or memorandum and articles of association, bylaws or other organizational or charter documents. Each of the Company and
the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction
in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to
be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse
effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on the results of operations,
assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, from that set
forth in the Registration Statement, the Prospectus, any Prospectus Supplement, or the Incorporated Documents, or (iii) a material
adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement
(any of (i), (ii) or (iii), a “Material Adverse Effect”) and no “Proceeding” (which for purposes
of this Agreement shall mean any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or
partial proceeding, such as a deposition), whether commenced or threatened) has been instituted in any such jurisdiction revoking, limiting
or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
(d) Authorization
and Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and otherwise to carry out its obligations hereunder. This Agreement has been duly executed and delivered by the Company
and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar
as indemnification and contribution provisions may be limited by applicable law.
(e) No
Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance of the Ordinary Shares and sale
of the ADSs representing such Ordinary Shares and the consummation by it of the transactions contemplated hereby do not and will not (i) conflict
with or violate any provision of the Company’s or any Subsidiary’s memorandum and articles of association, bylaws or other
organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary,
or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or
otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or
any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company
or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company
or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably
be expected to result in a Material Adverse Effect.
(f) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority or other “Person”
(defined as an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind, including the Exchange) in
connection with the execution, delivery and performance by the Company of this Agreement, other than (i) the filings required by
this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) the filing of a Report on Form 6-K
with respect to this Agreement, (iv) the application(s) to and approval by the Exchange for the listing of the ADSs for trading
thereon in the time and manner required thereby, and (v) such filings as are required to be made under applicable state securities
laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or the
laws of the PRC and the Cayman Islands (collectively, the “Required Approvals”).
(g) Issuance
of Ordinary Shares. The Ordinary Shares represented by the ADSs have been duly authorized and, when issued and paid for in accordance
with this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company.
The offer and sale by the Company of the Ordinary Shares and the offer and sale of the ADSs has been registered under the Securities Act
and all of the ADSs are freely transferable and tradable by the purchasers thereof without restriction (other than any restrictions arising
solely from an act or omission of such a purchaser). The Ordinary Shares are being offered and sold pursuant to the Registration Statement,
and the Company and the Depositary have prepared and filed with the Commission a registration statement relating to the ADSs on Form F-6
(File No. 333-283941) for the registration under the Securities Act which became effective on November 20, 2019. Upon receipt
of the ADSs, the purchasers of such ADSs will have good and marketable title to such ADSs and the ADSs will be freely tradable on the
Exchange.
(h) Capitalization.
The number of Ordinary Shares the Company is authorized to issue as of the date hereof is as set forth in the SEC Reports. The Company
has not issued any Ordinary Shares since its most recently filed Form 6-K under the Exchange Act, other than pursuant to the exercise
of share options or the vesting of restricted ADS units under the Company’s equity plans, the issuance of Ordinary Shares to employees,
directors or other service providers pursuant to the Company’s equity plans and pursuant to the conversion and/or exercise of Ordinary
Share Equivalents outstanding as of the date of the most recently filed Form 6-K under the Exchange Act. No Person has any right
of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this
Agreement. Except as set forth in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable
for, or giving any Person any right to subscribe for or acquire, Ordinary Shares, or the share capital of any Subsidiary, or contracts,
commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary
Shares or Ordinary Share Equivalents or share capital of any Subsidiary. The issuance and sale of the Ordinary Shares pursuant to this
Agreement will not obligate the Company or any Subsidiary to issue Ordinary Shares or other securities to any Person. Except as set forth
in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts
the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any
Subsidiary. Except as set forth in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary
that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the
Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any
share appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding
Ordinary Shares of the Company are duly authorized, are validly issued, fully paid and non-assessable, have been issued in compliance
with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar
rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others
is required for the sale of the ADSs pursuant to this Agreement. Except as set forth in the SEC Reports, there are no shareholders agreements,
voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or,
to the knowledge of the Company, between or among any of the Company’s shareholders.
(i) Registration
Statement. The Company meets the requirements for use of Form F-3 under the Securities Act, and has prepared and filed with the
Commission the Registration Statement, including the Prospectus, for registration under the Securities Act of the offering and sale of
the Ordinary Shares. Such Registration Statement is effective and available for the offer and sale of the Ordinary Shares as of the date
hereof. As filed, the Prospectus contains all information required by the Securities Act and the rules thereunder, and, except to
the extent the Agents shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Agents
prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement,
at the Execution Time, each such time this representation is repeated or deemed to be made, and at all times during which a prospectus
is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172, 173 or any similar rule)
in connection with any offer or sale of the ADSs, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date
of the Registration Statement was not earlier than the date three years before the Execution Time.
(j) Accuracy
of Incorporated Documents. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects
to the requirements of the Exchange Act and the rules thereunder, and none of the Incorporated Documents, when they were filed with
the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated
by reference in the Registration Statement, the Prospectus, the Prospectus Supplement, when such documents are filed with the Commission,
will conform in all material respects to the requirements of the Exchange Act and the rules thereunder, as applicable, and will not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.
(k) Ineligible
Issuer. (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2)) of the ADSs and (ii) as of the Execution Time and on each such
time this representation is repeated or deemed to be made (with such date being used as the determination date for purposes of this clause
(ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination
by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.
(l) Free
Writing Prospectus. The Company is eligible to use Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its
issue date and as of each Applicable Time (as defined in Section 28 below) does not include any information the substance
of which conflicts with the information contained in the Registration Statement, including any Incorporated Documents and any prospectus
supplement deemed to be a part thereof that has not been superseded or modified; and each Issuer Free Writing Prospectus does not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from
any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agents specifically
for use therein. Any Issuer Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) has been, or
will be, filed with the Commission in accordance with the requirements of the Securities Act and the rules thereunder. Each Issuer
Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) or that was prepared by
or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the
rules thereunder. The Company will not, without the prior consent of the Agents, prepare, use or refer to, any Issuer Free Writing
Prospectuses relating to the offering of ADSs hereunder.
(m) Proceedings
Related to Registration Statement. The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or
8(e) of the Securities Act, and the Company is not the subject of a pending proceeding under Section 8A of the Securities Act
in connection with the offering of the ADSs. The Company has not received any notice that the Commission has issued or intends to issue
a stop-order with respect to the Registration Statement or that the Commission otherwise has suspended or withdrawn the effectiveness
of the Registration Statement, either temporarily or permanently, or, to the knowledge of the Company, intends or has threatened in writing
to do so.
(n) SEC
Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under
the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding
the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials,
including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement,
being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of
such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the
SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none
of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements
and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements
have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the
periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects
the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
The other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated by reference in the
Registration Statement and the Prospectus, are accurately and fairly presented and prepared on a basis consistent with the financial statements
and books and records of the Company at the time they are made; there are no financial statements (historical or pro forma) that are required
to be included or incorporated by reference in the Registration Statement, or the Prospectus that are not included or incorporated by
reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including
any off balance sheet obligations), not described in the Registration Statement, and the Prospectus which are required to be described
in the Registration Statement or Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement
and the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations
of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities
Act, to the extent applicable.
(o) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements or other financial
disclosures included within the SEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably
be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other
than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities
not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made
with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any
dividend or distribution of cash or other property to its shareholders or, except as set forth in the SEC Reports, purchased, redeemed
or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities
to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under
the Securities Act), except pursuant to existing Company equity plans. The Company does not have pending before the Commission any request
for confidential treatment of information. Except for the issuance of the ADSs contemplated by this Agreement or as set forth in the SEC
Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur
or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or
financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation
is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.
(p) Litigation.
Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or,
to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before
or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability
of this Agreement or the ADSs or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a
Material Adverse Effect. Except as set forth in the SEC Reports, neither the Company nor any Subsidiary, nor, to the knowledge of the
Company, any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under
federal or state securities laws or a claim of breach of fiduciary duty, which could reasonably be expected to result in a Material Adverse
Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission
involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other
order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the
Securities Act.
(q) Labor
Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the
Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that
their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third
party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all applicable U.S. federal, state,
local and applicable foreign laws and regulations relating to employment and employment practices, terms and conditions of employment
and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.
(r) Compliance.
Neither the Company nor any Subsidiary: (i) is in violation of its charter or by-laws or similar organizational documents; (ii) is
in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would
result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received written notice of a claim
that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument
to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (iii) is
in violation of any judgment, decree or order of any court, arbitrator or other governmental authority relating to the Company or any
Subsidiary or (iv) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including
without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety,
product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result
in a Material Adverse Effect. To the Company’s knowledge, no other party under any material contract or other agreement to which
it or any Subsidiary is a party is in default in any respect thereunder where such default would have a Material Adverse Effect.
(s) Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution
or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),
including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or
hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as
all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits,
plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received
all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and
(iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and
(iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
(t) Regulatory
Permits. The Company and the Subsidiaries possess all licenses, certificates, authorizations, orders, approvals and permits issued
by, and have made all declarations and filings with, the appropriate federal, state, local or foreign regulatory authorities necessary
to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably
be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary
has received any notice of proceedings relating to the revocation or modification of any Material Permit or has any reason to believe
that such Permit will not be renewed in the ordinary course, except where the failure to obtain any such renewal would not, individually
or in the aggregate, have a Material Adverse Effect.
(u) Title
to Assets. The Company and the Subsidiaries do not own any real property and have good and marketable title, or have valid and marketable
rights to lease or otherwise use, all real property and all personal property owned by them that is material to the business of the Company
and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such
property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries
and (ii) Liens for the payment of federal, state, foreign or other taxes, for which appropriate reserves have been made therefor
in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held
under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company
and the Subsidiaries are in compliance, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect.
(v) Intellectual
Property. The Company and the Subsidiaries own or have rights to use, all patents, patent applications, trademarks (both registered
and unregistered), trademark applications, service marks, Internet domain name registrations, trade names, trade secrets, inventions,
copyrights, copyright registrations, licenses, know-how and other intellectual property rights (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or procedures)and similar rights necessary or required for use in
connection with their respective businesses as described in the SEC Reports and which the failure to do so have could have a Material
Adverse Effect (collectively, the “Intellectual Property Rights”). Neither the Company nor any of the Subsidiaries
has received a written notice that any of the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to
expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any of the Subsidiaries
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 been expected or that does not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual
Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights, except
as would not, individually or in aggregate, reasonably be expected to have a Material Adverse Effect. There are no pending, and to the
Company’s knowledge, no threatened, judicial proceedings or interference proceedings challenging the Company’s or any of the
Subsidiaries’ rights in, or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, patent
applications or proprietary information, except as would not, individually or in aggregate, reasonably be expected to have a Material
Adverse Effect. To the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or
any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or
other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation,
other than by written licenses granted by the Company or any Subsidiary. The Company and its Subsidiaries have taken reasonable security
measures to protect the secrecy, confidentiality and value of all of the Intellectual Property Rights, except where failure to do so could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(w) Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary for companies of similar size as the Company in the businesses in which the Company and the Subsidiaries
are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any
reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar
coverage from similar insurers as may be necessary to continue its business without a significant increase in cost that would not result
in a Material Adverse Effect.
(x) Affiliate
Transactions. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the
knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company
or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing
of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge
of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee, shareholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees
for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,
including share option agreements under any share option plan of the Company.
(y) Sarbanes
Oxley Compliance. The Company and the Subsidiaries and, to the knowledge of the Company, all of the Company’s directors or officers,
in their capacities as such are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”) that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission
thereunder that are effective as of the date hereof. The Company and the Subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP
and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific
authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure
controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and
forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company
and the Subsidiaries as of the end of the period covered by the most recently filed Form 20-F under the Exchange Act (such date,
the “Evaluation Date”). The Company presented in its most recently filed Form 20-F under the Exchange Act the
conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as
of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such
term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially
affect, the internal control over financial reporting of the Company and its Subsidiaries. Each of the principal executive officer and
the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial
officer of the Company as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect
to all reports, schedules, forms, statements and other documents required to be filed by it or furnished by it to the Commission during
the past 12 months. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer”
shall have the meanings given to such terms in the Exchange Act Rules 13a-15 and 15d-15.
(z) Certain
Fees. Other than payments to be made to the Agents, no brokerage or finder’s fees or commissions are or will be payable by the
Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person
with respect to the transactions contemplated by this Agreement. The Agents shall have no obligation with respect to any fees or with
respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection
with the transactions contemplated by this Agreement.
(aa) No
Other Sales Agency Agreement. As of the date hereof, the Company has not entered into any other sales agency agreements or other similar
arrangements with any agent or any other representative in respect of “at the market” or continuous equity offerings of the
ADSs.
(bb) Investment
Company. The Company is not, and immediately after receipt of payment for the ADSs from the Agents pursuant to this Agreement, will
not be an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
(cc) Listing
and Maintenance Requirements. The ADSs are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the
ADSs under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.
The Company has not, in the 12 months preceding the date hereof, received notice from the Exchange to the effect that the Company is not
in compliance with the listing or maintenance requirements of the Exchange. The Company is, and has no reason to believe that it will
not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The ADSs are currently
eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current
in payment of the fees to Depository and the Depository Trust Company (or such other established clearing corporation) in connection with
such electronic transfer.
(dd) Solvency.
Based on the consolidated financial condition of the Company as of the Effective Date, (i) the fair saleable value of the Company’s
assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital
to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability
thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate
all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect
of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such
debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has
no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy
or reorganization laws of any jurisdiction within one year from the date hereof.
(ee) Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all necessary United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject,
and (ii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to
the periods to which such returns, reports or declarations apply. The Company has no knowledge of any United States federal, state or
other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against it which would have
a Material Adverse Effect.
(ff) Foreign
Corrupt Practices. (i) Neither the Company nor, to the Company’s knowledge, the Subsidiaries, nor to the Company’s
knowledge, any of their respective executive officers has, in the past five years, made any unlawful contributions to any candidate for
any political office (or failed fully to disclose any contribution in violation of law) or made any contribution or other payment to any
official of, or candidate for, any federal, state, municipal, or foreign office or other person charged with similar public or quasi-public
duty in violation of any law or of the character required to be disclosed in the Prospectus; (ii) no relationship, direct or indirect,
exists between or among the Company or, to the Company’s knowledge, the Subsidiaries or any affiliate of any of them, on the one
hand, and the directors, officers and shareholders of the Company or, to the Company’s knowledge, the Subsidiaries, on the other
hand, that is required by the Securities Act to be described in the Registration Statement and the Prospectus that is not so described;
(iii) no relationship, direct or indirect, exists between or among the Company or the Subsidiaries, on the one hand, and the directors,
officers or shareholders of the Company or, to the Company’s knowledge, the Subsidiaries, on the other hand, that is required by
the rules of FINRA to be described in the Registration Statement and the Prospectus that is not so described; (iv) there are
no material outstanding loans or advances or material guarantees of indebtedness by the Company or, to the Company’s knowledge,
the Subsidiaries to or for the benefit of any of their respective officers or directors or any of the members of the families of any of
them; and (v) the Company has not offered, or caused any placement agent to offer, Ordinary Shares to any person with the intent
to influence unlawfully (A) a customer or supplier of the Company or the Subsidiaries to alter the customer’s or supplier’s
level or type of business with the Company or the Subsidiaries or (B) a trade journalist or publication to write or publish favorable
information about the Company or the Subsidiaries or any of their respective products or services, and, (vi) neither the Company
nor the Subsidiaries nor, to the Company’s knowledge, any employee or agent of the Company or the Subsidiaries has made any payment
of funds of the Company or the Subsidiaries or received or retained any funds in violation of any law, rule or regulation (including,
without limitation, the Foreign Corrupt Practices Act of 1977), which payment, receipt or retention of funds is of a character required
to be disclosed in the Registration Statement or the Prospectus.
(gg) Accountants.
KPMG Huazhen LLP (the “Company Auditor”) is an independent public accounting firm as required by the Exchange Act.
Except as set forth in the SEC Reports, the Company Auditor has not, during the periods covered by the financial statements included in
the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
To the Company’s knowledge, the Company Auditor is not in violation of the auditor independence requirements of the Sarbanes-Oxley
Act with respect to the Company
(hh) Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any
action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the
sale or resale of any of the ADSs or Ordinary Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases
of, any of the ADSs or Ordinary Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Agents in connection
with the sales of the ADSs hereunder.
(ii) Equity
Plans. Each share option granted by the Company under the Company’s equity plan was granted (i) in accordance with the
terms of the Company’s equity plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary
Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s
equity plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly
grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement
of material information regarding the Company or its Subsidiaries or their financial results or prospects.
(jj) Office
of Foreign Assets Control.
| a. | Neither the Company nor any Subsidiary (collectively, the “Entity”) nor any director
or officer of the Entity nor, to the Company’s knowledge, any employee, agent, affiliate or representative of the Entity, is a government,
individual, or entity (in this paragraph (jj), “Person”) that is, or is owned or controlled by a Person that is: |
| i. | the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office
of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union
(“EU”), His Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively,
“Sanctions”), nor |
| ii. | located, organized or resident in a country or territory that is the subject of Sanctions (including,
without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of
Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea and Syria). |
| b. | The Entity will not, directly or indirectly, knowingly use the proceeds of the offering, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: |
| i. | to fund or facilitate any activities or business of or with any Person or in any country or territory
that, at the time of such funding or facilitation, is the subject of Sanctions; or |
| ii. | in any other manner that will result in a violation of Sanctions by any Person (including any Person participating
in the offering, whether as underwriter, advisor, investor or otherwise). |
| c. | The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus,
since April 24, 2019, it has not knowingly engaged in and is not now knowingly engaged in any dealing or transactions with any Person,
or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. |
(kk) Transfer
Taxes. On each Settlement Date, all share transfer or other taxes (other than income taxes), which are required to be paid in connection
with the sale and transfer of the Placement ADSs or Ordinary Shares to be issued hereunder will be, or will have been, fully paid or provided
for by the Company and all laws imposing such taxes will be or will have been fully complied with. Provided that (i) the Agents are
not a resident in the Cayman Islands for tax purposes and (ii) the Agents are each a resident of a jurisdiction for the purposes
of a double tax treaty between the Cayman Islands and the jurisdiction, is entitled to the benefits of the treaty and does not, and is
not deemed to, carry on business through a permanent establishment in the Cayman Islands, no stamp, registration, issuance, transfer taxes
or other similar taxes, duties, fees or charges (“Transfer Taxes”) are payable by or on behalf of the Agents in connection
with (A) the issuance of the Ordinary Shares and the delivery of the Placement ADSs in the manner contemplated by this Agreement,
(B) the deposit with the depositary of the Ordinary Shares against issuance of the Placement ADSs or (C) the sale and delivery
by the Agents of the Placement ADSs as contemplated herein. For the avoidance of doubt, income taxes, withholding taxes, capital gains
taxes and taxes on dividends shall not be considered “Transfer Taxes”.
(ll) U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning
of Section 897 of the Internal Revenue Code of 1986, as amended.
(mm) Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956,
as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or
Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to
regulation by the Federal Reserve.
(nn) Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or
any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
(oo) FINRA
Member Shareholders. There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the
knowledge of the Company, any five percent (5%) or greater shareholder of the Company, except as set forth in the Registration Statement,
the Prospectus or any Prospectus Supplement.
(pp) Authorization
of the Deposit Agreement. The Deposit Agreement has been duly authorized, executed and delivered by the Company and constitutes a
legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general principles of equity; upon due issuance by the Depositary of ADSs against
the deposit of the Ordinary Shares in respect thereof in accordance with the Deposit Agreement, such ADSs sold hereunder will be duly
and validly issued and the owners and holders thereof will be entitled to the rights specified therein and in the Deposit Agreement; and
the Deposit Agreement and the ADSs conform in all material respects to the descriptions thereof contained in the Prospectus.
(qq) Description
of Securities. The ADSs, Ordinary Shares, all outstanding warrants and convertible securities and the Company’s articles of
association and other organizational documents conform in all material respects to the respective statements relating thereto contained
in the Registration Statement and the Prospectus.
(rr) Immunity
from Jurisdiction. Neither the Company nor the Subsidiary nor any of their properties or assets has any immunity from the jurisdiction
of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution
or otherwise) under the laws of the State of New York.
(ss) Submission
to Jurisdiction. The Company has the power to submit, and pursuant to Section 20 of this Agreement, has legally, validly
and irrevocably submitted, to the personal jurisdiction of each U.S. federal court or state court located in the Borough of Manhattan,
the City and County of New York, New York, U.S.A.
(tt) CFC
Status. The Company was not a “controlled foreign corporation” (“CFC”) as defined in the U.S. Internal
Revenue Code of 1986, as amended (the “Code”), for the taxable year ended December 31, 2023 and, based on the
Company’s expectations with respect to its shareholders, the Company does not expect to be classified as a CFC for the taxable year
ending December 31, 2024.
(uu) Conformity
with EDGAR Filing. The Prospectus delivered to the Agents for use in connection with the sale of the Placement ADSs pursuant to this
Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EDGAR, except
to the extent permitted by Regulation S-T.
(vv) Enforceability
of Agreements. All agreements between the Company and third parties expressly referenced in the Prospectus, other than such agreements
that have expired by their terms or whose termination is disclosed in documents filed by the Company on EDGAR, are legal, valid and binding
obligations of the Company and, to the Company’s knowledge, enforceable in accordance with their respective terms, except to the
extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and by general equitable principles and (ii) the indemnification provisions of certain agreements may be limited
by federal or state securities laws or public policy considerations in respect thereof, and except for any unenforceability that, individually
or in the aggregate, would not have a Material Adverse Effect.
(ww) No
Material Defaults. Neither the Company nor any Subsidiary has defaulted on any installment on indebtedness for borrowed money or on
any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect. The
Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual
Report on Form 20-F, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or
(ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which
defaults, individually or in the aggregate, would have a Material Adverse Effect.
(xx) Compliance
with Applicable Laws. The Company has not been advised, and has no reason to believe, that it and each of its subsidiaries are not
conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting
business, except where failure to be so in compliance would not result in a Material Adverse Effect.
(yy) Off-Balance
Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company, and/or, to the
knowledge of the Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structured finance,
special purpose or limited purpose entity (each, an “Off Balance Sheet Transaction”) that would affect materially the
Company’s liquidity or the availability of or requirements for its capital resources, including those Off Balance Sheet Transactions
described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions and Results of
Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Registration Statement or the Prospectus which have
not been described as required.
(zz) Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) (a “Forward-Looking Statement”) contained in the Registration Statement and the Prospectus has been made
or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(aaa) Margin
Rules. Neither the issuance, sale and delivery of the Placement ADSs nor the application of the proceeds thereof by the Company as
described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System.
(bbb) IT
Systems. (i)(x) There has been no security breach or attack or other compromise of or relating to any of the Company’s
or its Subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their
respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them including without limitation
personal data as defined by applicable privacy and security laws), equipment or technology (“IT Systems and Data”),
and (y) the Company and its Subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably
be expected to result in any security breach, attack or compromise of their IT Systems and Data, (ii) the Company and each of its
Subsidiaries have complied, and are presently in compliance with, all applicable laws, statutes or any judgment, order, rule or regulation
of any court or arbitrator or governmental or regulatory authority and all industry standards, internal policies, public statements and
contractual obligations relating to the privacy and security of IT Systems and Data and confidentiality and archive administration and
to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, (iii) neither the
Company nor any of its Subsidiaries is subject to any administrative penalty, investigation, inquiry or sanction relating to IT Systems
and Data by the Cyberspace Administration of China (the “CAC”), the China Securities Regulatory Commission (“CSRC”),
or any other relevant governmental authority, except as would not, individually or in aggregate, result in a Material Adverse Effect,
(vi) the Company is not aware of any pending or threatened actions, suits, claims, demands, judgements, awards, proceedings, investigation,
inquiry or sanction relating to the privacy and security of IT Systems and Data, confidentiality or archive administration, or any cybersecurity
review, by the CAC, the CSRC, or any other relevant governmental authority on the Company or any of its Subsidiaries or any of their respective
directors, officers and employees , except as would not, individually or in aggregate, result in a Material Adverse Effect, (v) the
Company and each of its Subsidiaries take and have taken commercially reasonable measures to protect the security, confidentiality, and
integrity of their IT Systems and Data and (vi) the Company and each of its Subsidiaries have implemented backup and disaster recovery
technology consistent with industry standards and practice, except in each case as could not have or reasonably be expected to result
in a Material Adverse Effect. The Company and each of its Subsidiaries lawfully own, lease or license all material IT Systems and Data
that are used in, or necessary for, the businesses of the Company and each of its Subsidiaries as currently conducted, and such IT Systems
and Data are reasonably sufficient for the current needs of the Company and each of its Subsidiaries, including as to capacity, scalability,
and ability to process current and anticipated peak volumes in a timely manner.
(ccc) Broker/Dealer
Relationships. Neither the Company nor any Subsidiary or any related entities (i) is required to register as a “broker”
or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more
intermediaries, controls or is a “person associated with a member” or “associated person of a member” (within
the meaning set forth in the FINRA Manual).
(ddd) FINRA
Exemption. As of the date of this Agreement, the Company meets the definition of an “experienced issuer” as defined in
FINRA Rule 5110(j).
(eee) Foreign
Issuer. The Company is a “foreign private issuer” as defined in Rule 405 under the Securities Act.
(fff) Enforcement
of Foreign Judgments. Any final and conclusive judgment for a fixed, definite or determined sum of money and not in respect of a tax,
fine or other penalty rendered by any U.S. District Court and other courts of the United States in the State of New York having jurisdiction
under its own laws in respect of any suit, action or proceeding against the Company based upon this Agreement which was not obtained by
fraud and is not of a kind, the enforcement of which is contrary to public policy in the Cayman Islands would be enforceable against the
Company by the courts of the Cayman Islands, without re-examination or re-litigation of the matters adjudicated upon.
(ggg) Valid
Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the
laws of the Cayman Islands and will be recognized and upheld by the courts of the Cayman Islands, subject to the restrictions described
under the caption “Enforcement of Civil Liabilities” in the Registration Statement, and other exceptions including but not
limited to fraud, public policy, and natural justice. The Company has the power to submit, and pursuant to Section 19 and
Section 20 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of
each New York state and United States federal court sitting in the City and County of New York and has validly and irrevocably waived
any objection to the laying of venue of any suit, action or proceeding brought in such court.
(hhh) Indemnification
and Contribution. The indemnification and contribution provisions set forth in Section 11 of this Agreement do not contravene
Cayman Islands law.
(iii) Passive
Foreign Investment Company. Based on the information available to the Company at the time of the filing of the Form 20-F, dated
April 17, 2024, the Company believes that it was not a “passive foreign investment company” as defined in Section 1297
of the Code for the Company’s taxable year ended December 31, 2023.
(jjj) Legal
Action. Subject to the limitations described in Section 20 hereof, the Agents are entitled to sue as plaintiff in the
court of the jurisdiction of formation and domicile of the Company for the enforcement of its rights under this Agreement and the Placement
ADSs and such access to such courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or
a company incorporated in such jurisdiction except that plaintiffs not residing in the Cayman Islands may be required to guarantee payment
of a possible order for payment of costs or damages at the request of the defendant.
Any certificate signed by
an officer of the Company and delivered to the Agents or to counsel for the Agents pursuant to or in connection with this Agreement shall
be deemed to be a representation and warranty by the Company, as applicable, to the Agents as to the matters set forth therein.
7. Covenants
of the Company. The Company covenants and agrees with the Agents that:
(a) Registration
Statement Amendments. After the date of this Agreement and during any period in which a prospectus relating to any Placement ADSs
is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied
pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”) (i) the Company will notify
the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference
or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement
to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or
Prospectus related to the Placement or for additional information related to the Placement, (ii) the Company will prepare and file
with the Commission, promptly upon the Agents’ request and subject to the Company’s written consent, any amendments or supplements
to the Registration Statement or Prospectus that, upon the advice of the Company’s legal counsel, may be necessary or advisable
in connection with the distribution of the Placement ADSs by the Agents (provided, however, that the failure of the Agents to make
such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’ right to rely on the
representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agents shall have
with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement
is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the
Placement ADSs or a security convertible into the Placement ADSs (other than an Incorporated Document) unless a copy thereof has been
submitted to the Agents within a reasonable period of time before the filing and the Agents have not reasonably objected thereto (provided,
however, that the Company has no obligation to provide the Agents any advance copy of such filing or to provide the Agents an opportunity
to object to such filing if the filing does not name the Agents or does not relate to the transaction herein provided; and provided, further,
that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making
sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon
filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via
EDGAR; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required
pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated
therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the
determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s
reasonable opinion or reasonable objections, shall be made exclusively by the Company).
(b) Notice
of Commission Stop Orders. The Company will advise the Agents and the Depositary, promptly after it receives notice or obtains knowledge
thereof, of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement,
of the suspension of the qualification of the Placement ADSs for offering or sale in any jurisdiction, or of the initiation or threatening
of any proceeding for any such purpose; and it will use its commercially reasonable efforts to prevent the issuance of any stop order
or to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agents and the Depositary promptly after
it receives any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus
or any Issuer Free Writing Prospectus or for additional information related to the offering of the Placement ADSs or for additional information
related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.
(c) Delivery
of Prospectus; Subsequent Changes. During the Prospectus Delivery Period, the Company will comply with all requirements imposed upon
it by the Securities Act, as from time to time in force, and to file on or before their respective due dates all reports and any definitive
proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or
any other provision of or under the Exchange Act. If the Company has omitted any information from the Registration Statement pursuant
to Rule 430A under the Securities Act, it will use its commercially reasonable efforts to comply with the provisions of and make
all requisite filings with the Commission pursuant to said Rule 430A and to notify the Agents promptly of all such filings. If during
the Prospectus Delivery Period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances
then existing, not misleading, or if during such Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement
or Prospectus to comply with the Securities Act, the Company will promptly notify the Agents to suspend the offering of Placement ADSs
during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company)
so as to correct such statement or omission or effect such compliance; provided, however, that the Company may delay the filing
of any amendment or supplement, if in the judgment of the Company, it is in the best interest of the Company.
(d) Listing
of Placement ADSs. During the Prospectus Delivery Period, the Company will use its commercially reasonable efforts to cause the Placement
ADSs to be listed on the Exchange and to qualify the Placement ADSs for sale under the securities laws of such jurisdictions in the United
States as the Agents reasonably designates and to continue such qualifications in effect so long as required for the distribution of the
Placement ADSs; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation
or dealer in securities, file a general consent to service of process, or subject itself to taxation in any jurisdiction if it is not
otherwise so subject.
(e) Delivery
of Registration Statement and Prospectus. The Company will furnish to the Agents and its counsel (at the reasonable expense of the
Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments
and supplements to the Registration Statement or Prospectus that are filed with the Commission during the Prospectus Delivery Period (including
all documents filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon
as reasonably practicable and in such quantities as the Agents may from time to time reasonably request and, at the Agents’ request,
will also furnish copies of the Prospectus to each exchange or market on which sales of the Placement ADSs may be made; provided, however,
that the Company shall not be required to furnish any document (other than the Prospectus) to the Agents to the extent such document is
available on EDGAR, such document does not name the Agents or does not relate to the transaction herein provided.
(f) Earnings
Statement. The Company will make generally available to its security holders as soon as practicable, but in any event not later than
15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period that satisfies
the provisions of Section 11(a) and Rule 158 of the Securities Act.
(g) Use
of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”
(h) Notice
of Other Sales. Without the prior written consent of the Agents, the Company will not, directly or indirectly, offer to sell, sell,
contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares or ADSs (other than the Placement ADSs offered
pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase
or acquire, Ordinary Shares or ADSs during the period beginning on the date on which any Placement Notice is delivered to the Agents hereunder
and ending on the second (2nd) Trading Day immediately following the final Settlement Date with respect to Placement ADSs sold
pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement ADSs
covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at
the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose
of any Ordinary Shares or ADSs (other than the Placement ADSs offered pursuant to this Agreement) or securities convertible into or exchangeable
for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the termination of this Agreement;
provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Ordinary
Shares or ADSs, options to purchase Ordinary Shares or ADSs or Ordinary Shares or ADSs issuable upon the exercise of options, pursuant
to any stock option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Ordinary Shares or ADSs subject to
a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; (ii) Ordinary
Shares or ADSs issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and
disclosed in filings by the Company available on EDGAR or otherwise in writing to the Agents, (iii) Ordinary Shares or ADSs, or securities
convertible into or exercisable for Ordinary Shares or ADSs, offered and sold in a privately negotiated transaction to vendors, customers,
strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering
of Ordinary Shares or ADSs hereby and (iv) Ordinary Shares or ADSs in connection with any acquisition, strategic investment or other
similar transaction (including any joint venture, strategic alliance or partnership).
(i) Change
of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agents and the Depositary promptly
after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material
respect any opinion, certificate, letter or other document required to be provided to the Agents and the Depositary pursuant to this Agreement.
(j) Due
Diligence Cooperation. During the term of this Agreement, the Company will cooperate with the reasonable due diligence review conducted
by the Agents or their representatives in connection with the transactions contemplated hereby, including, without limitation, providing
information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal
offices, as the Agents may reasonably request.
(k) Required
Filings Relating to Placement of Placement ADSs. The Company agrees that on such dates as the Securities Act shall require, the Company
will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities
Act (each and every date a filing under Rule 424(b) is made, a “Filing Date”), which prospectus supplement
will set forth, within the relevant period, the amount of Placement ADSs sold through the Agents, the Net Proceeds to the Company and
the compensation payable by the Company to the Agents with respect to such Placement ADSs, and (ii) deliver such number of copies
of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or
regulations of such exchange or market. Additionally, the Company agrees to report to the CSRC as it requires with the assistance of the
Lead Agent who is responsible for coordinating the related workstreams, and to perform other obligations required thereby in accordance
with the requirements of the CSRC pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic
Companies and supporting guidelines issued by the CSRC, as amended, supplemented or otherwise modified from time to time (the “CSRC
Filing Rules”). The filing report of the Company in relation to this offering, including any amendments, supplements and/or
modifications thereof (the “Filing Report”), submitted to the CSRC pursuant to Article 13 of the Trial Administrative
Measures of Overseas Securities Offering and Listing by Domestic Companies and supplementary explanation, filings and/or responses for
the purpose of replying to queries and comments related to the Filing Report raised by the CSRC (the “CSRC Filings”)
will be complete, true and accurate and not misleading in any respects, and will not omit any information which would make the statements
made therein, in light of the circumstances under which they were made, misleading in any respect as of the date of relevant filing with
the CSRC.
(l) Representation
Dates; Certificate. Each time during the term of this Agreement that the Company:
(i) amends
or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement ADSs) the Registration
Statement or the Prospectus relating to the Placement ADSs by means of a post-effective amendment, sticker, or supplement but not by means
of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement ADSs;
(ii) files
an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended financial information or
a material amendment to the previously filed Form 20-F);
(iii) furnishes
its unaudited interim financial statements on Form 6-K under the Exchange Act; or
(iv) files
a current report on Form 6-K containing amended financial information under the Exchange Act.
(Each date of filing of one or more of the documents
referred to in clauses (i) through (iv) shall be a “Representation Date.”)
the Company shall furnish the Agents (but in the
case of clause (iv) above only if the Agents reasonably determines that the information contained in such Form 6-K is material)
with a certificate, in the form attached hereto as Exhibit 7(1). The requirement to provide a certificate under this Section 7(l) shall
be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the
earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a
Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding
the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to
sell Placement ADSs following a Representation Date when the Company relied on such waiver and did not provide the Agents with a certificate
under this Section 7(l), then before the Agents sell any Placement ADSs, the Company shall provide the Agents with a certificate,
in the form attached hereto as Exhibit 7(1), dated the date of the Placement Notice.
(m) Legal
Opinion. On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished to the Agents
a written opinion and a negative assurance letter of Kirkland & Ellis International LLP (“Company Counsel”),
counsel to the Company as to certain matters of U.S. law and a written opinion of Maples and Calder (Hong Kong) LLP, counsel to the Company
as to certain matters of Cayman Islands law ( “Company Cayman Islands Counsel”), Commerce & Finance Law Offices,
counsel to the Company as to certain matters of the People’s Republic of China (“Company China Counsel”), each
in form and substance reasonably satisfactory to the Agents. Thereafter, on each Representation Date with respect to which the Company
is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l), the Company shall cause to be furnished to the
Agents a negative assurance letter of Company Counsel in form and substance reasonably satisfactory to the Agents; provided that, in lieu
of such negative assurance for subsequent periodic filings under the Exchange Act, counsel may furnish the Agents with a letter (a “Reliance
Letter”) to the effect that the Agents may rely on the negative assurance letter previously delivered under this Section 7(m) to
the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to
the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).
(n) Comfort
Letter. On or prior to the date of the first Placement Notice given hereunder and on each subsequent Representation Date, the Company
shall cause its independent accountants to furnish the Agents letters (the “Comfort Letters”), dated the date the Comfort
Letter is delivered, which shall meet the requirements set forth in this Section 7(n). The Comfort Letter from the Company’s
independent accountants shall be in a form and substance reasonably satisfactory to the Agents, (i) confirming that they are an independent
public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”),
(ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters
ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings
(the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information
that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the
Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.
(o) Depositary
Opinion. Counsel for the Depositary shall have furnished to the Agents their opinion dated as of the Closing Date and addressed to
the Agents, in form and substance reasonably satisfactory to the Agents and their counsel, relating to the Placement ADS.
(p) Depositary
Certificate. The Depositary shall have furnished to the Agents a certificate satisfactory to the Agents of one of its authorized officers
with respect to the execution and delivery of the Deposit Agreement and such other matters related thereto as the Agents may reasonably
request.
(q) Market
Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes
or would constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
Ordinary Shares or ADSs or (ii) sell, bid for, or purchase Ordinary Shares or ADSs in violation of Regulation M, or pay anyone any
compensation for soliciting purchases of the Placement ADSs other than the Agents.
(r) Investment
Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that it will not be or become, at any
time prior to the termination of this Agreement, an “investment company,” as such term is defined in the Investment Company
Act.
(s) No
Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agents in their capacity as
agent hereunder pursuant to Section 25, neither of any Agent nor the Company (including its agents and representatives, other
than the Agents in their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined
in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement
ADSs hereunder.
(t) Sarbanes-Oxley
Act. The Company will maintain and keep accurate books and records reflecting its assets and maintain internal accounting controls
in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP and including those policies and procedures that (i) pertain to the maintenance
of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide
reasonable assurance that transactions are recorded as necessary to permit the preparation of the Company’s consolidated financial
statements in accordance with GAAP, (iii) that receipts and expenditures of the Company are being made only in accordance with management’s
and the Company’s directors’ authorization, and (iv) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.
The Company will maintain disclosure controls and procedures that comply with the requirements of the Exchange Act.
(u) Reservation
of Ordinary Shares. The Company shall ensure that there are at all times sufficient Ordinary Shares to provide for the issuance, free
of any preemptive rights, out of its authorized but unissued Ordinary Shares or Ordinary Shares held in treasury, of the maximum aggregate
number of Ordinary Shares underlying the ADSs that may be sold pursuant to the terms of this Agreement. The Company will use its commercially
reasonable efforts to maintain the listing of the ADSs on the Exchange.
(v) Withholdings.
The Company shall ensure that all sums payable by the Company under this Agreement shall be paid free and clear of and without deductions
or withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case the Company
shall pay such additional amount as will result in the receipt by each Agent of the full amount that would have been received had no deduction
or withholding been made; except that no additional amounts shall be payable in respect of (i) any reasonable taxes that would not
have been imposed but for a present or former connection between the recipient of such payment and the applicable taxing jurisdiction
other than a connection arising solely from such recipient having executed, delivered or performed its obligations, or received a payment,
under this Agreement or from the enforcement of this Agreement or (ii) any taxes that would not have been imposed but for the failure
of the recipient of such payment to use reasonable efforts to comply, upon commercially reasonable request by the Company, with any certification,
identification or other reporting requirements concerning the nationality, residence, identity or connection with the taxing jurisdiction
of the recipient if such compliance is required or imposed by law as a precondition to an exemption from, or reduction in, such taxes.
(w) VAT.
The Company shall ensure that all sums payable by the Company to an Agent shall be exclusive of any value added or similar taxes to the
extent applicable (including related local levies and any other related tax collected at source) (“VAT”) and any applicable
VAT shall be paid at the same time as the payment to which it relates, or, if later, upon the provision of a valid VAT invoice. For the
avoidance of doubt, all amounts charged by an Agent or for which the Agents are to be reimbursed will be invoiced and payable together
with VAT, where applicable. In case VAT has been charged in respect of any cost, charge or expense, incurred by the Agents and for which
the Agents are to be reimbursed, the Company shall be obligated to reimburse the Agents for such VAT.
(x) Certification
Regarding Beneficial Owners of Legal Entity Customers. The Company shall deliver to the Agents, on the date of execution of this Agreement,
a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying
documentation ,and to provide such additional supporting documentation as the Agents may reasonably request in connection with the verification
of the foregoing certification.
8. Reserved.
9. Payment
of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the
preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements
and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the
Agents shall deem reasonably necessary, (ii) the printing and delivery to the Agents of this Agreement and such other documents as
may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement ADSs, (iii) the preparation,
issuance and delivery of the certificates, if any, for the Placement ADSs to the Agents, including any stock or other transfer taxes and
any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement ADSs to the Agents,
(iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable and documented
out-of-pocket fees and disbursements of counsel to the Agents, provided, however, that such reimbursement for out-of-pocket fees and disbursements
of counsel shall not be in an amount that would cause compensation to be unreasonable per FINRA Rule 5110; (vi) the fees and
expenses of the transfer agent, depositary, registrar and custodian for the Placement ADSs, (vii) the filing fees incident to any
review by FINRA of the terms of the sale of the Placement ADSs, and (viii) the fees and expenses incurred in connection with the
listing of the Placement ADSs on the Exchange.
10. Conditions
to the Agents’ Obligations. The obligations of the Agents hereunder with respect to a Placement will be subject to the continuing
accuracy and completeness of the representations and warranties made by the Company herein (other than those representations and warranties
made as of a specified date or time), to the due performance in all material respects by the Company of its obligations hereunder, to
the completion by the Agents of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing reasonable
satisfaction (or waiver by the Agents in their sole discretion) of the following additional conditions:
(a) Registration
Statement Effective. The Registration Statement shall remain effective and shall be available for the sale of all Placement ADSs contemplated
to be issued by any Placement Notice.
(b) No
Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request
for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness
of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement
or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending
the effectiveness of the Registration Statement or receipt by the Company of notification of the initiation of any proceedings for that
purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Placement ADSs for sale in any jurisdiction or receipt by the Company of notification of the initiation of, or a threat
to initiate, any proceeding for such purpose; or (iv) the occurrence of any event that makes any material statement made in the Registration
Statement or the Prospectus or any material Incorporated Document untrue in any material respect or that requires the making of any changes
in the Registration Statement, the Prospectus or any material Incorporated Document so that, in the case of the Registration Statement,
it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading and, that in the case of the Prospectus or any material Incorporated Document,
it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. At each Settlement
Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects with the requirements of the
Securities Act.
(c)
No Misstatement or Material Omission. The Agents shall not have advised the Company that the
Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the
Agents’ reasonable opinion is material, or omits to state a fact that in the Agents’ reasonable opinion is material and
is required to be stated therein or is necessary to make the statements therein not misleading.
(d)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports
filed with the Commission, there shall not have been any Material Adverse Effect, or any change, or any development involving a
prospective change, that would cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of
the Company’s securities (other than asset backed securities) by any “nationally recognized statistical rating
organization,” as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act
(a “Rating Organization”), or a public announcement by any Rating Organization that it has under surveillance or
review its rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the case of
any such action by a Rating Organization described above, in the reasonable judgment of the Agents (without relieving the Company of
any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the
offering of the Placement ADSs on the terms and in the manner contemplated in the Prospectus.
(e)
Company Counsel Legal Opinions. The Agents shall have received the opinion and negative
assurance letter of Company Counsel,the opinion of Company Cayman Islands Counsel and the opinion of Company China Counsel required
to be delivered pursuant to Section 7(m), on or before the date on which such delivery of such opinion and negative
assurance letter are required pursuant to Section 7(m).
(f)
Agents Counsel Legal Opinion. The Agents shall have received from Cooley LLP, counsel for
the Agents, a negative assurance letter, on the date on which the delivery of the Company Counsel legal opinion and negative
assurance letter is required pursuant to Section 7(m), with respect to such matters as the Agents may reasonably
require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such
matters.
(g)
Comfort Letter. The Agents shall have received the Comfort Letter required
to be delivered pursuant Section 7(n) on or before the date on which such delivery of such letter is required
pursuant to Section 7(n).
(h)
Representation Certificate. The Agents shall have received the certificate required to be
delivered pursuant to Section 7(l) on or before the date on which delivery of such certificate is required
pursuant to Section 7(l).
(i)
Secretary’s Certificate. On or prior to the first Representation Date, the Agents
shall have received a certificate, signed on behalf of the Company by its corporate Secretary, in form and substance satisfactory to
the Agents and its counsel.
(j) Depositary
Opinion. The Agents shall have received the opinion required to be delivered pursuant to Section 7(o) on or before
the date on which such delivery of such opinion is required pursuant to Section 7(o).
(k) Depositary
Certificate. The Agents shall have received the certificate required to be delivered pursuant to Section 7(p) on
or before the date on which such delivery of such opinion is required pursuant to Section 7(p).
(l) No
Suspension. Trading in the ADSs shall not have been suspended on the Exchange and the ADSs shall not have been delisted from the Exchange.
(m) Other
Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l), the Company
shall have furnished to the Agents such appropriate further information, certificates and documents as the Agents may reasonably request
and which are usually and customarily furnished by an issuer of securities in connection with a securities offering of the type contemplated
hereby. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof.
(n) Securities
Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to the
issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424.
(o) Approval
for Listing. The Placement ADSs shall either have been approved for listing on the Exchange, subject only to notice of issuance, or
the Company shall have filed an application for listing of the Placement ADSs on the Exchange at, or prior to, the issuance of any Placement
Notice.
(p) No
Termination Event. There shall not have occurred any event that would permit the Agents to terminate this Agreement pursuant to Section 13(a).
(q) No
Adverse Legislative Development. There shall not have been any materially adverse legislative or regulatory developments in the PRC
following the signing of this Agreement, which in the Agents’ sole judgment in good faith after consultation with the Company, would
make it inadvisable or impractical to proceed with the public offering or the delivery of the ADSs on the terms and in the manner contemplated
in this Agreement
(r) Satisfaction
of Deposit Agreement Requirements. The Company and the Depositary shall have taken all actions necessary to permit the deposit of
the ADSs and the issuance of the ADSs representing such Ordinary Shares in accordance with the Deposit Agreement.
11. Indemnification
and Contribution.
(a) Company
Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates, partners, members, directors, officers,
employees and agents and each person, if any, who controls the Agents within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) and in the
CSRC Filings, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the
statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any
related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or to the CSRC Filings, or the omission
or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided
that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which
consent shall not unreasonably be delayed or withheld; and
(iii) against
any and all expense whatsoever, as incurred (including the reasonable disbursements of counsel), reasonably incurred in investigating,
preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent
that any such expense is not paid under (i) or (ii) above,
provided,
however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written
information furnished to the Company by the Agents expressly for use in the Registration Statement (or any amendment thereto), or in any
related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that
the only such information is that described in Section 10(b).
(b) Indemnification
by the Agents. Each Agent, severally and not jointly, agrees to indemnify and hold harmless the Company and its directors and officers,
and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim,
damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements
or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related
Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information
relating to the Agents and furnished to the Company in writing by the Agents expressly for use therein, it being understood and agreed
that the only such information furnished by any Agent through the Agents consists of the name of such Agent under the caption “Plan
of Distribution.”
(c) Procedure.
Any party that proposes to assert the right to be indemnified under this Section 11 will, promptly after receipt of notice
of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under
this Section 11, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served,
but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might
have to any indemnified party otherwise than under this Section 11 and (ii) any liability that it may have to any indemnified
party under the foregoing provisions of this Section 11 unless, and only to the extent that, such omission results in the
forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and
it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that
it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from
the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel
reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election
to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided
below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense.
The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such
counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized
in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there
may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying
party, (3) a conflict or potential conflict of interest exists (based on advice of counsel to the indemnified party) between the
indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such
action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of
such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable and
documented out-of-pocket fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate
firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such reasonable and documented
out-of-pocket fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party
receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in
any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without
the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened
claim, action or proceeding relating to the matters contemplated by this Section 11 (whether or not any indemnified party
is a party thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party
from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
(d) Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of this Section 11 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company
or the Agents, the Company and the Agents will contribute to the total losses, claims, liabilities, expenses and damages (including any
investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit
or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other than the Agents,
such as persons who control the Company within the meaning of the Securities Act or the Exchange Act, officers of the Company who signed
the Registration Statement and directors of the Company, who also may be liable for contribution) to which the Company and the Agents
may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and
the Agents on the other hand. The relative benefits received by the Company on the one hand and the Agents on the other hand shall be
deemed to be in the same proportion as the total Net Proceeds from the sale of the Placement ADSs (before deducting expenses) received
by the Company bear to the total compensation received by the Agents (before deducting expenses) from the sale of Placement ADSs on behalf
of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation
of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing
sentence but also the relative fault of the Company, on the one hand, and the Agents, on the other hand, with respect to the statements
or omission that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant
equitable considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or the Agents, the intent of the parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Agents agree that it would not be just and equitable if contributions
pursuant to this Section 11(d) were to be determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result
of the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this Section 11(d) shall
be deemed to include, for the purpose of this Section 11(d), any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim to the extent consistent with Section 11(c) hereof.
Notwithstanding the foregoing provisions of this Section 11(d), the Agents shall not be required to contribute any amount
in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 11(d), any person who controls a party to this Agreement within
the meaning of the Securities Act or the Exchange Act, and any officers, directors, partners, employees or agents of the Agents, will
have the same rights to contribution as that party, and each officer who signed the Registration Statement and director of the Company
will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution,
promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be
made under this Section 11(d), will notify any such party or parties from whom contribution may be sought, but the omission
to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have
under this Section 11(d) except to the extent that the failure to so notify such other party materially prejudiced the
substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last
sentence of Section 11(c) hereof, no party will be liable for contribution with respect to any action or claim settled
without its written consent if such consent is required pursuant to Section 11(c) hereof. The Agents’ respective
obligations to contribute pursuant to this Section 11(d) are several in proportion to the respective number of Placement
ADSs they have sold hereunder, and not joint.
12. Representations
and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 11 of this Agreement
and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective
dates, regardless of (i) any investigation made by or on behalf of the Agents, any controlling persons, or the Company (or any of
their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement ADSs and payment therefor
or (iii) any termination of this Agreement.
13. Termination.
(a) The
Agents may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been, since
the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect,
or any development that would have a Material Adverse Effect that, in the judgment of the Agents, is material and adverse and makes it
impractical or inadvisable to market the Placement ADSs or to enforce contracts for the sale of the Placement ADSs, (2) if there
has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak
of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national
or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment
of the Agents, impracticable or inadvisable to market the Placement ADSs or to enforce contracts for the sale of the Placement ADSs, (3) if
trading in the Ordinary Shares or ADSs has been suspended or limited by the Commission or the Exchange, or if trading generally on the
Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading
of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if
a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if
a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without liability
of any party to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification
and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 19 (Governing Law
and Time; Waiver of Jury Trial) and Section 20 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding
such termination. If the Agents elect to terminate this Agreement as provided in this Section 13(a), the Agents shall provide the
required notice as specified in Section 14 (Notices).
(b) The
Company shall have the right, by giving five (5) days’ notice as hereinafter specified to terminate this Agreement in its sole
discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party
except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution),
Section 12 (Representations and Agreements to Survive Delivery), Section 19 (Governing Law and Time; Waiver of
Jury Trial) and Section 20 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.
(c) The
Agents shall have the right, by giving five (5) days’ notice as hereinafter specified to terminate this Agreement in its sole
discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party
except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution),
Section 12 (Representations and Agreements to Survive Delivery), Section 19 (Governing Law and Time; Waiver of
Jury Trial) and Section 20 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.
(d) Unless
earlier terminated pursuant to this Section 13, this Agreement shall automatically terminate upon the issuance and sale of
all of the Placement ADSs through the Agents on the terms and subject to the conditions set forth herein except that the provisions of
Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations
and Agreements to Survive Delivery), Section 19 (Governing Law and Time; Waiver of Jury Trial) and Section 20
(Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.
(e) This
Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), (b), (c), or (d) above
or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all
cases be deemed to provide that Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution),
Section 12 (Representations and Agreements to Survive Delivery), Section 19 (Governing Law and Time; Waiver of
Jury Trial) and Section 20 (Consent to Jurisdiction) shall remain in full force and effect. Upon termination of this Agreement,
the Company shall not have any liability to the Agents for any discount, commission or other compensation with respect to any Placement
ADSs not otherwise sold by the Agents under this Agreement. To the extent this Agreement is terminated by one Agent or by the Company
with respect to one Agent pursuant to Sections 13(a), (b) or (c) above, (i) this Agreement shall terminate only
with respect to such Agent and shall remain in full force and effect with respect to the Company and the other Agents, unless and until
terminated pursuant to Sections 13(a), (b), (c) or (d) above.
(f) Any
termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination
shall not be effective until the close of business on the date of receipt of such notice by the Agents or the Company, as the case may
be. If such termination shall occur prior to the Settlement Date for any sale of Placement ADSs, such Placement ADSs shall settle in accordance
with the provisions of this Agreement.
14. Notices.
All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement
shall be in writing, unless otherwise specified, and if sent to the Agents, shall be delivered to:
Macquarie Capital Limited
Level 22, One International Finance Centre
1 Harbour View Street, Central
| Hong Kong Attention: | Nika Liu |
Keefe, Bruyette & Woods, Inc.
787 7th Avenue, 5th
Floor
New York, NY 10019
Attention: Martin Gorham
with a copy to:
Cooley LLP
55 Hudson Yards
New York, NY 10001
| Attention: | Daniel I. Godlberg |
and if to the Company, shall be delivered
to:
Canaan Inc.
28 Ayer Rajah Crescent
#06-08
Singapore 139959
| Attention: | James Jin Cheng |
with a copy to:
Kirkland & Ellis International
LLP
58th Floor, China World Tower A
No.1 Jian Guo Men Wai Avenue
Chaoyang District, Beijing, 100004
People’s Republic of China
| Attention: | Justin You Zhou |
Each party to this Agreement may change such address
for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication
shall be deemed given (i) when delivered personally, by email, or by verifiable facsimile transmission on or before 4:30 p.m., New
York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business
Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited
in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). “Business Day” means any
day other than Saturday, Sunday or other day on which commercial banks in mainland China, the City of New York, Singapore, Hong Kong and
the Cayman Islands are authorized or required by law to remain closed.
15. Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and each Agent and their respective successors
and the affiliates, controlling persons, officers and directors referred to in Section 11 hereof. References to any of the
parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns
any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
Neither the Company nor the Agents may assign its rights or obligations under this Agreement without the prior written consent of the
other party.
16. Adjustments
for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to
take into account any share consolidation, stock split, stock dividend, corporate domestication or similar event effected with respect
to the Placement ADSs.
17.
Waiver of Immunity. To the extent that the Company has or hereafter may acquire immunity (sovereign or otherwise) from jurisdiction
of any court of (i) the Cayman Islands, or any political subdivision thereof, (ii) the United States or the State of New York,
(iii) any jurisdiction in which it owns or leases property or assets or from any legal process (whether through service of notice,
attachment prior to judgment, attachment in the aid of execution, execution, set-off or otherwise) with respect to themselves or their
respective property and assets or this Agreement, the Company hereby irrevocable waives such immunity in respect of its obligations under
this Agreement to the fullest extent permitted by applicable law.
18. Entire
Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued
pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both
written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be
amended except pursuant to a written instrument executed by the Company and the Agents. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent
jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable,
and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision
was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof
shall be in accordance with the intent of the parties as reflected in this Agreement.
19. GOVERNING
LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. THE COMPANY AND THE
AGENTS EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
20. CONSENT
TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN
THE CITY OF NEW YORK FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY
IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION
OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR
PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH
SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS
IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS
AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY
LAW.
21. Appointment
of Agent for Service. The Company hereby irrevocably appoints Cogency Global Inc., located at 122 E. 42nd Street, 18th
Floor, New York, New York, 10168, as its agent for service of process in any suit, action or proceeding described in Section 20
and agrees that service of process in any suit, action or proceeding may be made upon it at the office of such agent. The Company waives,
to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company
represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees
to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment
in full force and effect.
22. Use
of Information. The Agents may not use any information gained in connection with this Agreement and the transactions contemplated
by this Agreement, including due diligence, to advise any party with respect to transactions not expressly approved by the Company.
23. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via electronic mail (including any electronic
signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes.
24. Effect
of Headings. The section, Schedule and Exhibit headings herein are for convenience only and shall not affect the construction
hereof.
25. Permitted
Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the Agents, and
the Agents represent, warrant and agree that, unless it obtains the prior consent of the Company, it has not made and will not make any
offer relating to the Placement ADSs that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free
writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented
to by the Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.”
The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer
free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable
to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For
the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 24 hereto
are Permitted Free Writing Prospectuses.
26. Absence
of Fiduciary Relationship. The Company acknowledges and agrees that:
(a) The
Agents are acting solely as agents in connection with the public offering of the Placement ADSs and in connection with each transaction
contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company
or any of its respective affiliates, shareholders (or other equity holders), creditors or employees or any other party, on the one hand,
and the Agents, on the other hand, have been or will be created in respect of any of the transactions contemplated by this Agreement,
irrespective of whether or not the Agents have advised or are advising the Company on other matters, and the Agents have no obligation
to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;
(b) it
is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated
by this Agreement;
(c) the
Agents have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement
and it has consulted its own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate;
(d) it
is aware that the Agents and their affiliates are engaged in a broad range of transactions which may involve interests that differ from
those of the Company and the Agents have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary,
advisory or agency relationship or otherwise; and
(e) it
waives, to the fullest extent permitted by law, any claims it may have against the Agents for breach of fiduciary duty or alleged breach
of fiduciary duty in connection with the sale of Placement ADSs under this Agreement and agrees that the Agents shall not have any liability
(whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting
a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the
Agents’ obligations under this Agreement and to keep information provided by the Company to the Agents and their counsel confidential
to the extent not otherwise publicly-available.
27. 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 (25%) 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.
28. Definitions.
As used in this Agreement, the following terms have the respective meanings set forth below:
“Applicable Time”
means (i) each Representation Date and (ii) the time of each sale of any Placement ADSs pursuant to this Agreement.
“Effective Date”
shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or becomes
effective.
“Execution Time”
shall mean the date and time that this Agreement is executed and delivered by the parties hereto.
“Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Placement ADSs
that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that is a “written
communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is
exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement ADSs or of the offering
that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required
to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act.
“Ordinary Share Equivalents”
means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares
or ADSs, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares or ADSs.
“Rule 172,”
“Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),”
“Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.
All references in this Agreement
to financial statements and schedules and other information that is “contained,” “included” or “stated”
in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus,
as the case may be.
All references in this Agreement
to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy
filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer
Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include
the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to the
Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with
any offering, sale or private placement of any Placement ADSs by the Agents outside of the United States.
[Remainder of the page intentionally left
blank]
If the foregoing correctly sets forth the understanding
among the Company and the Agents, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute
a binding agreement among the Company and the Agents.
| |
Very truly yours, |
| |
|
| |
CANAAN INC. |
| |
By: |
/s/ Nangeng Zhang |
| |
|
Name: Nangeng Zhang |
| |
|
Title: Chairman and Chief Executive Officer |
The foregoing Agreement is
hereby confirmed and accepted by the Agents as of the date first above written.
MACQUARIE CAPITAL LIMITED
| By: |
/s/ Jack Yee |
|
| |
Name: Jack Yee |
|
| |
Title: Managing Director |
|
| By: |
/s/ Honggui Li |
|
| |
Name: Honggui Li |
|
| |
Title: Managing Director |
|
KEEFE, BRUYETTE & WOODS, INC.
| By: |
/s/ Paul McCaffery |
|
| |
Name: Paul McCaffery |
|
| |
Title: Managing Director |
|
COMPASS POINT RESEARCH AND TRADING LLC
| By: |
/s/ Christopher Nealon |
|
| |
Name: Christopher Nealon |
|
| |
Title: President & Chief Operating Officer |
|
CHINA RENAISSANCE SECURITIES (HONG KONG) LIMITED
| By: |
/s/ Ike Song |
|
| |
Name: Ike Song |
|
| |
Title: Managing Director |
|
CRAIG-HALLUM CAPITAL GROUP LLC
| By: |
/s/ Rick Hartfiel |
|
| |
Name: Rick Hartfiel |
|
| |
Title: Head of Investment Banking |
|
NORTHLAND SECURITIES, INC.
| By: |
/s/ Ted Warner |
|
| |
Name: Ted Warner |
|
| |
Title: Head of Energy & Power Investment Banking |
|
ROSENBLATT SECURITIES INC.
| By: |
/s/ Joseph Gawronski |
|
| |
Name: Joseph Gawronski |
|
| |
Title: CEO |
|
THE BENCHMARK COMPANY
| By: |
/s/ John J. Borer III |
|
| |
Name: John J. Borer III |
|
| |
Title: Senior Managing Director |
|
B. RILEY SECURITIES, INC.
| By: |
/s/ Matthew Feinberg |
|
| |
Name: Matthew Feinberg |
|
| |
Title: Senior Managing Director |
|
SCHEDULE 1
| From: |
Canaan Inc. |
|
| To: |
[•] |
|
| Attention |
[•] |
|
| Subject: |
At the Market Issuance--Placement Notice |
|
| |
|
|
Ladies and Gentlemen:
Pursuant
to the terms and subject to the conditions contained in the Sales Agreement among Canaan Inc., an exempted company incorporated under
the laws of the Cayman Islands (the “Company”), and Macquarie Capital Limited, Keefe, Bruyette & Woods, Inc.,
China Renaissance Securities (Hong Kong) Limited, Compass Point Research and Trading LLC, Craig-Hallum Capital Group LLC, Northland Securities, Inc.,
Rosenblatt Securities Inc., The Benchmark Company and B. Riley Securities, Inc. (the “Agents”), dated December 23,
2024, the Company hereby requests that the Agents sell up to [____] of the Company’s ADSs at a minimum market price of $ per share,
during the time period beginning [month, day, time] and ending [month, day, time].
SCHEDULE 2
The Company shall pay to the
Agents in cash, upon each sale of Placement ADSs pursuant to this Agreement, an amount equal to 3.0% of the gross proceeds from each sale
of Placement ADSs.
SCHEDULE 3
The Company
Nangeng Zhang [***]
James Jin Cheng [***]
Leo Wang [***]
Chris Yap [***]
Xi Zhang [***]
Macquarie Capital Limited
Macquarie Capital ECM New York [***]
Keefe, Bruyette &
Woods, Inc.
KBW ECM Distributions [***]
EXHIBIT 7(1)
Form of Representation Date Certificate
___________, 20___
This
Representation Date Certificate (this “Certificate”) is executed and delivered in connection with Section 7(1) of
the Sales Agreement (the “Agreement”), dated December 23, 2024, and entered into among Canaan Inc. (the “Company”)
and Macquarie Capital Limited, Keefe, Bruyette & Woods, Inc., China Renaissance Securities (Hong Kong) Limited, Compass
Point Research and Trading LLC, Craig-Hallum Capital Group LLC, Northland Securities, Inc., Rosenblatt Securities Inc, The
Benchmark Company and B. Riley Securities, Inc. All capitalized terms used but not defined herein shall have the meanings given to
such terms in the Agreement.
The Company hereby certifies
as follows:
1. As
of the date of this Certificate (i) the Registration Statement does not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) neither
the Registration Statement nor the Prospectus contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not
misleading and (iii) no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to
make the statements therein not untrue or misleading for this paragraph 1 to be true.
2. Each
of the representations and warranties of the Company contained in the Agreement were, when originally made, and are, as of the date of
this Certificate, true and correct in all material respects.
3. Except
as waived by the Agents in writing, each of the covenants required to be performed by the Company in the Agreement on or prior to the
date of the Agreement, this Representation Date, and each such other date prior to the date hereof as set forth in the Agreement, has
been duly, timely and fully performed in all material respects and each condition required to be complied with by the Company on or prior
to the date of the Agreement, this Representation Date, and each such other date prior to the date hereof as set forth in the Agreement
has been duly, timely and fully complied with in all material respects.
4. Subsequent
to the date of the most recent financial statements in the Prospectus, and except as described in the Prospectus, including Incorporated
Documents, there has been no Material Adverse Effect.
5. No
stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued, and no proceedings for that
purpose have been instituted or are pending or threatened by any securities or other governmental authority (including, without limitation,
the Commission).
6. No
order suspending the effectiveness of the Registration Statement or the qualification or registration of the Placement ADSs under the
securities or Blue Sky laws of any jurisdiction are in effect and no proceeding for such purpose is pending before, or threatened, to
the Company’s knowledge or in writing by, any securities or other governmental authority (including, without limitation, the Commission).
The undersigned has executed
this Representation Date Certificate as of the date first written above.
CANAAN INC.
EXHIBIT 24
Permitted Issuer Free Writing Prospectuses
None.
Exhibit 5.1
| Our ref |
DLK/742877-000008/31084534v2 |
Canaan Inc.
28 Ayer Rajah Crescent
#06-08
Singapore 139959
23 December 2024
Canaan Inc.
We have acted as Cayman Islands legal
advisers to Canaan Inc. (the “Company”) in connection with the Company’s registration statement on Form F-3, including
all amendments or supplements thereto (the “Registration Statement”), filed with the Securities and Exchange Commission
(the “Commission”) on 3 September 2024 under the U.S. Securities Act of 1933, as amended to date, the base prospectus
included therein and the prospectus supplement dated 23 December 2024 (the “Prospectus Supplement”) relating to the
sale of American depositary shares (the “ADSs”) representing the Company’s class A ordinary shares of par value US$0.00000005
each (the “Shares”) by the Company in accordance with the Sales Agreement dated 23 December 2024 (the “Sales
Agreement”).
We are furnishing this opinion and consent as Exhibits 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 6 February 2018 and the certificate of incorporation
on change of name of the Company dated 24 April 2018 issued by the Registrar of Companies in the Cayman Islands. |
| 1.2 | The amended and restated memorandum and articles of association of the Company as adopted by a special
resolution passed on 4 October 2019 and effective immediately prior to the completion of the Company’s initial public offering of
the ADSs representing the Shares (the “IPO Memorandum and Articles”). |
| 1.3 | The written resolutions of the board of directors of the Company dated 16 December 2024 (the “Board
Resolutions”). |
| 1.4 | A certificate of good standing dated 19 December 2024, issued by the Registrar of Companies in the Cayman
Islands (the “Certificate of Good Standing”). |
| 1.5 | A certificate from a director of the Company, a copy of which is attached hereto (the “Director’s
Certificate”). |
| 1.6 | The Registration Statement. |
| 1.7 | The Prospectus Supplement. |
The following opinions are given only
as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only
relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied
(without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director’s Certificate
and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies
of, or in the final forms of, the originals. |
| 2.2 | All signatures, initials and seals are genuine. |
| 2.3 | There is nothing contained in the minute book or corporate records of the Company (which we have not inspected)
which would or might affect the opinions set out below. |
| 2.4 | There is nothing under any law (other than the law of the Cayman Islands), which would or might affect
the opinions set out below. |
Based upon the foregoing and subject to the qualifications
set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing
and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | The authorised share capital of the Company is US$50,000 divided into 1,000,000,000,000 shares of par
value US$0.00000005 comprising of (i) 999,643,050,556 Class A Ordinary Shares of a par value of US$0.00000005 each, (ii) 356,624,444 Class
B Ordinary Shares of a par value of US$0.00000005 each, (iii) 125,000 series A preferred shares of a par value of US$0.00000005 each,
and (iv) 200,000 series A-1 preferred shares of a par value of US$0.00000005 each. |
| 3.3 | The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for
as contemplated in the Registration Statement, the Prospectus Supplement and the Sales Agreement, the Shares will be legally issued and
allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of
members (shareholders). |
| 3.4 | The statements under the caption “Taxation” in the Prospectus Supplement forming part of the
Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and
that such statements constitute our opinion. |
| 4.1 | In this opinion letter the phrase “non-assessable” means, with respect to shares in the Company,
that a shareholder shall not, solely by virtue of its status as a shareholder and in absence of a contractual arrangement, or an obligation
pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the shares by
the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship
or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
Except as specifically stated herein,
we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the
documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject
of this opinion.
We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil
Liabilities” and “Legal Matters” and elsewhere in the Registration Statement. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended,
or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Director’s Certificate
| To: |
Maples and Calder (Hong Kong) LLP |
| |
26th Floor, Central Plaza |
| |
18 Harbour Road |
| |
Wanchai |
| |
Hong Kong |
23
December 2024
Canaan Inc. (the “Company”)
I, the undersigned, being a director of the Company,
am aware that you are being asked to provide a legal opinion (the “Opinion”) in relation to certain aspects of Cayman
Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:
| 1 | The amended and restated memorandum and articles of association adopted by a special resolution on 4 October
2019 and effective immediately prior to the completion of the Company’s initial public offering of American depositary shares (the “Memorandum
and Articles”) remain in full and effect and are unamended. |
| 2 | The Board Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including,
without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied
or revoked in any respect. |
| 3 | The authorised share capital of the Company is US$50,000 divided into 1,000,000,000,000 shares of par
value US$0.00000005 comprising of (i) 999,643,050,556 Class A Ordinary Shares of a par value of US$0.00000005 each, (ii) 356,624,444 Class
B Ordinary Shares of a par value of US$0.00000005 each, (iii) 125,000 series A preferred shares of a par value of US$0.00000005 each,
and (iv) 200,000 series A-1 preferred shares of a par value of US$0.00000005 each |
| 4 | The shareholders of the Company have not restricted or limited the powers of the directors in any way
and there is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it
from issuing and allotting the Shares or otherwise performing its obligations under the Registration Statement. |
| 5 | The directors of the Company at the date of the Meeting and at the date hereof were and are: |
Nangeng Zhang
Wenjun Zhang
Hongchao Du
Zhitang Shu
Yaping
Zhang
| 6 | Each director of the Company considers the transactions contemplated by the Registration Statement to
be of commercial benefit to the Company and has acted bona fide in the best interests of the Company, and for a proper purpose of the
Company in relation to the transactions the subject of the Opinion. |
| 7 | To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal,
arbitral, administrative or other proceedings in any jurisdiction that would have a material adverse effect on the business, properties,
financial condition, results of operations or prospects of the Company. Neither the directors nor Shareholders have taken any steps to
have the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company or to appoint restructuring
officers or interim restructuring officers, and no receiver bas appointed in relation to any of the Company’s property or assets. |
| 8 | No interest in the Company constituting shares, voting rights or ultimate effective control over management
in the Company is currently subject to a restrictions notice issued under the Beneficial Ownership Transparency Act (As Revised). |
[signature page follows]
I confirm that you may
continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified
you in writing personally to the contrary.
| Signature: |
/s/ Nangeng Zhang |
|
| Name: |
Nangeng Zhang |
|
| Title: |
Chairman and Chief Executive Officer |
|
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