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: 001-41656
Jayud Global Logistics Limited
(Exact name of registrant as
specified in its charter)
Building 3, No. 7 Gangqiao
Road,
Li Lang Community, Nanwan Street,
Longgang District, Shenzhen,
People’s Republic of
China
(Address of principal executive
offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Entry into Share Purchase Agreement
On December 3, 2024, Jayud Global Logistics Limited (the “Company”)
entered into a Share Purchase Agreement (the “Purchase Agreement”) with certain accredited investors named therein (the “Investors”),
pursuant to which the Company agreed to sell and issue up to 50,000,000 Class A ordinary shares to the Investors at a purchase price of
US$0.20 per share, in a registered direct offering (the “Offering”).
The Offering was made pursuant to the Company’s existing shelf
registration statement on Form F-3 (File No. 333-280010), which was declared effective on July 3, 2024 by the U.S. Securities and Exchange
Commission (the “Registration Statement”). A prospectus supplement to the Registration Statement is expected to be filed with
the Commission on or around December 3, 2024. The closing of the Offering is expected to occur on or about December 10, 2024, subject to
customary closing conditions.
The foregoing descriptions of the Purchase Agreement are qualified
in their entirety by reference to the full text of the Purchase Agreement, a form of which is attached to this Report of Foreign Private
Issuer on Form 6-K as Exhibit 10.1 and incorporated herein by reference.
This report shall not constitute an offer to sell or a solicitation
of an offer to buy any Class A ordinary shares, nor shall there be any sale of Class A ordinary shares in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or other jurisdiction.
This Form 6-K and the exhibits to the Form 6-K are hereby incorporated
by reference into the Company’s registration statement on Form F-3, as amended (File No. 333- 280010), and shall be a part thereof
from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
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.
| Date: December 3, 2024 |
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Jayud Global Logistics Limited |
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By: |
/s/ Xiaogang Geng |
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Name: |
Xiaogang Geng |
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Title: |
Chief Executive Officer |
Exhibits Index
3
Exhibit 5.1
 |
Harney Westwood & Riegels
3501 The Center
99 Queen's Road Central
Hong Kong
Tel: +852 5806 7800
Fax: +852 5806 7810 |
3 December 2024
056710.0014
Jayud Global Logistics Limited
P. O. Box 31119 Grand Pavilion
Hibiscus
Way, 802 West Bay Road
Grand Cayman, KY1-1205
Cayman Islands
Dear Sir or Madam
Jayud Global Logistics Limited (the
Company)
We are lawyers qualified to practise
in the Cayman Islands and have acted as Cayman Islands legal advisers to the Company in connection with an offering by the Company with
offering up to in the aggregate of 50,000,000 class A ordinary shares of par value of US$0.0001 per share of the Company (the Class
A Ordinary Shares and such Class A Ordinary Shares to be offered, the Offering Shares). The Offering Shares will
be sold by the Company pursuant to the Company’s registration statement on Form F-3 and accompanying prospectus initially filed
on 6 June 2024 with the Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933,
as amended (the Registration Statement) and the prospectus supplement dated 3 December 2024 (the Prospectus Supplement)
in accordance with the Share Purchase Agreement (as defined in Schedule 1). In this opinion Companies Act means the Companies
Act (Revised) of the Cayman Islands.
We are furnishing this opinion as Exhibits
5.1 and 23.3 to the Company’s current report on Form 6-K which will be incorporated by reference into the Registration Statement
and the Prospectus Supplement (the Form 6-K).
For the purposes of giving this opinion,
we have examined the Documents (as defined in Schedule 1). We have not examined any other documents, official or corporate records or
external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation
to the transaction which is the subject of this opinion.
In giving this opinion we have relied
upon the assumptions set out in Schedule 2 which we have not independently verified.
Based solely upon the foregoing examinations
and assumptions and upon such searches as we have conducted and having regard to legal considerations which we deem relevant, and subject
to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the Cayman Islands:
| 1. | Valid Issuance of the Offering Shares. The allotment
and issue of the Offering Shares as contemplated by the Registration Statement , the Prospectus Supplement and the Share Purchase Agreement
have been duly authorised and, when allotted, issued and fully paid for in accordance with the Registration Statement and the Prospectus
Supplement, and when the names of the shareholders are entered in the register of members of the Company, the Offering Shares will be
validly allotted, issued and fully paid and there will be no further obligation of the holders of any of the Offering Shares to make
any further payment to the Company in respect of such Offering Shares. |
| The British Virgin Islands is Harneys
Hong Kong office's main jurisdiction of practice. |
Anguilla | Bermuda
| British Virgin Islands | Cayman Islands |
| Jersey legal services are provided through a referral
arrangement with Harneys (Jersey) which is an |
Cyprus | Hong Kong | Jersey
| London | Luxembourg |
| independently owned and controlled Jersey law firm. |
Montevideo | São Paulo
| Shanghai | Singapore |
| Resident Partners: A Au | M Chu | JP Engwirda | Y Fan
| P Kay | MW Kwok | IN Mann |
harneys.com |
| R Ng | ATC Ridgers | PJ Sephton |
|
This opinion is confined to the matters
expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands
courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. Except
as specifically stated herein, we express no opinion as to matters of fact.
In connection with the above opinion,
we hereby consent to the filing of this opinion as an exhibit to the Form 6-K, which is incorporated by reference into 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 United States Securities Act of 1933, as amended or the Rules and Regulations of the Commission thereunder.
This opinion is limited to the matters
referred to herein and shall not be construed as extending to any other matter or document not referred to herein.
This opinion shall be construed in accordance
with the laws of the Cayman Islands.
| Yours faithfully |
| |
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| Harney Westwood & Riegels |
SCHEDULE 1
List of Documents and Records Examined
| 1 | A copy of the certificate of incorporation of the Company dated
10 June 2022. |
| 2 | A copy of the third amended and restated memorandum and articles
of association of the Company adopted by a special resolution passed on 16 March 2023 and effective immediately prior to the completion
of the initial public offering of the Class A Ordinary Shares (the M&A). |
| 3 | A copy of the register of directors and officers of the Company
provided to us on 20 May 2024. |
Copies of 1 to 3 above have been provided to us by the Company
(the Corporate Documents, and together with 4 and 6 below, the Documents).
| 4 | A copy of the executed written resolutions of the board of directors
of the Company dated 25 November 2024 (the Resolutions). |
| 5 | A copy of the executed share purchase agreement entered into
by and among the Company and each of the Purchasers (as defined therein) whose name are set forth on the signature pages thereto to for
an aggregate purchase price of US$10,000,000 dated 3 December 2024 (the Share Purchase Agreement). |
| 6 | The Registration Statement, the Prospectus Supplement and the
Form 6-K. |
SCHEDULE 2
Assumptions
| 1 | Authenticity of Documents. Copy documents or drafts of
documents provided to us are true and complete copies of, or in the final forms of, the originals. All original Corporate Documents are
authentic, all signatures, initials and seals are genuine, all copies of the Registration Statement are true and correct copies and the
Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration
Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so
indicated. |
| 2 | Corporate Documents. All matters required by law to be
recorded in the Corporate Documents are so recorded, and all corporate minutes, resolutions, certificates, documents and records which
we have reviewed are accurate and complete, and all facts expressed in or implied thereby are accurate and complete as at the date of
the passing of the Resolutions. |
| 3 | No Steps to Wind-up. The directors and shareholders of
the Company have not taken any steps to appoint a liquidator of the Company and no receiver has been appointed over any of the Company’s
property or assets. |
| 4 | Resolutions. The Resolutions have been duly executed
(and where by a corporate entity such execution has been duly authorised if so required) by or on behalf of each director, or by or on
behalf of each shareholder in respect of the shareholder resolutions, and the signatures and initials thereon are those of a person or
persons in whose name the Resolutions have been expressed to be signed. The Resolutions remain in full force and effect. |
| 5 | Unseen Documents. Save for the Corporate Documents provided
to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions envisaged
in the Registration Statement. |
| 6 | Constitutional Documents. The M&A is the latest memorandum
and articles of association of the Company in effect as of the time of the opinion. |
SCHEDULE 3
Qualifications
| 1 | Foreign Statutes. We express no opinion in relation to
provisions making reference to foreign statutes in the Registration Statement. |
| 2 | Commercial Terms. 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 the subject of this
opinion. |
| 3 | Non-assessable. In this opinion the phrase non-assessable
means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares, have any obligation
to make further contributions to the Company's assets (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). |
| 4 | Register of members. Under the Companies Act, the register
of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs
or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of
members may yield to a court order for rectification (for example, in the event of fraud or manifest error). |
5
Exhibit 10.1
SHARE PURCHASE
AGREEMENT
This Share Purchase Agreement
(this “Agreement”), dated as of December , 2024, is by and between Jayud Global Logistics Limited, a Cayman Islands exempted
company (the “Company”), and each of the Purchasers whose names are set forth on the signature pages hereto (individually,
a “Purchaser” and collectively, the “Purchasers”). Each of such Purchasers and the Company is sometimes referred
to herein each as a “Party”, and collectively as the “Parties”.
W I T N E S S E T H:
WHEREAS, the Company desires
to sell to such Purchasers, and such Purchasers desire to purchase from the Company, Class A ordinary shares, par value $0.0001 per share
with one vote per share (the “Ordinary Shares”), in accordance with the terms and provisions of this Agreement;
WHEREAS, the Ordinary Shares
offered and sold by the Company pursuant to the terms of this Agreement are sometimes referred to herein as the “Shares”;
and
WHEREAS, the Shares issued
pursuant to this Agreement shall be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant
to the effective Shelf Registration Statement (as defined below) and the applicable prospectus supplement.
NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and each Purchaser
agrees as follows:
ARTICLE
I
PURCHASE
AND SALE
Section 1.1 Issuance,
Sale and Purchase of Shares; Registration.
(a) Subject
to the terms and conditions hereof, the Company agrees to issue and sell to such Purchasers and, in consideration of and in express reliance
upon the representations, warranties, covenants, terms and conditions of this Agreement, such Purchasers, severally but not jointly, agree
to purchase the Shares for $0.20 per Share for an aggregate purchase price up to $10 million (the “Purchase Price”).
(b) The
Company shall within two (2) Business Days from the date of this Agreement file with the United States Securities and Exchange Commission
(the “SEC”) a prospectus supplement pursuant to Rule 424 of the Securities Act to the Shelf Registration Statement specifically
relating to the Shares (the “Prospectus Supplement”). The Purchasers shall furnish all information reasonably requested by
the Company for inclusion therein. “Shelf Registration Statement” means the Company’s existing registration statement
on Form F-3 (File No. 333-280010), which became effective on July 3, 2024.
Section 1.2 Closing.
The closing (the “Closing”) of the purchase and sale of the Shares to be acquired by such Purchasers from the Company under
this Agreement shall take place remotely at such time as the parties hereto have executed this Agreement and all of the conditions set
forth in Section 1.3 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing
Date”). At or before the Closing, such Purchasers shall deliver the Purchase Price by wire transfer in immediately available funds
to the Company’s bank account designated by the Company as below:
[●]
The settlement of the
Shares purchased by each Purchaser shall be effected by booking entry issuance of unrestricted Shares and crediting the account of the
Purchaser’s prime broker with the Depository Trust Company (“DTC”) released by the Transfer Agent.
Section 1.3 Closing
Conditions.
The
obligations of the Company to issue and sell the Shares as contemplated by this Agreement shall be subject to the satisfaction, on or
before the applicable Closing, of each of the following conditions, provided that any of which may be waived in writing by the Company
in its sole discretion:
(a) All
corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Shares shall have been
completed and all corporate and other actions required to be taken by each Purchaser in connection with the purchase of the Shares shall
have been completed.
(b) The
representations and warranties of each Purchaser contained in Section 2.2 of this Agreement shall have been true and correct on
the date of this Agreement and shall be true and correct in all material respects as of the Closing; and each Purchaser shall have performed
and complied with in all material respects all, and not be in breach or default in any material respect under any, agreements, covenants,
conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing.
(c) No
governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary,
preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of,
or materially and adversely alter, the transactions contemplated by this Agreement or imposes any damages or penalties that are substantial
in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by or before any governmental
authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise makes illegal the consummation
of, or materially and adversely alter, the transactions contemplated by this Agreement or impose any damages or penalties that are substantial
in relation to the Company.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
Section 2.1 Representations
and Warranties of the Company. The Company hereby represents and warrants to such Purchasers, as of the date hereof and as of each
Closing Date, as follows:
(a) Organization
and Authority. Each of the Company and its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own and use its properties
and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor any of its subsidiaries
is in material violation or default of any of the provisions of its respective memorandum and articles of association, certificate or
articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its 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 and no proceeding has been instituted in any such jurisdiction revoking,
limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the
failure to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under,
and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries
to conduct the business as is currently conducted.
(b) Due
Issuance of the Shares. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement,
the Shares will be validly issued, fully paid and non-assessable, and the Shares shall be free and clear of all encumbrances, except as
required by applicable laws, and issued in compliance with all applicable federal securities laws.
(c) Authority.
The Company has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and
instrument to be executed and delivered by it pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery
by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by all requisite actions on its
part.
(d) Noncontravention.
This Agreement has been duly executed and delivered by the Company and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other
laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies. Neither the execution and the delivery of this Agreement, nor
the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Company or any of its
subsidiaries is subject. To the Company’s best knowledge, neither the execution and delivery by the Company of this Agreement, nor
the consummation by the Company of any of the transactions contemplated hereby, nor compliance by the Company with any of the terms and
conditions hereof will contravene any existing agreement, federal, state, county or local law, rule or regulation or any judgment, decree
or order applicable to, or binding upon, it.
(e) Filings,
Consents and Approvals. Assuming the accuracy of the representations and warranties of each Purchaser in Sections 2.2(e) and (f),
neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated
hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the filing, consent, approval, order
or authorization of, or registration with, or the giving notice to, any governmental or public body or authority, except such as have
been obtained, made, given or will be made promptly hereafter and any required filing or notification with the SEC, Nasdaq or the China
Securities Regulatory Commission.
(f) 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 Securities Exchange Act of 1934, as amended (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, 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.
Section 2.2 Representations
and Warranties of such Purchasers. Each Purchaser hereby makes the following representations and warranties to the Company as of the
date hereof, with respect solely to itself and not with respect to any other Purchaser:
(a) Authority.
Each Purchaser has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document
and instrument to be executed and delivered by such Purchaser pursuant to this Agreement and to perform his obligations hereunder. The
execution and delivery by each Purchaser of this Agreement and the performance by such Purchaser of its obligations hereunder have been
duly authorized by all requisite actions on his part.
(b) Valid
Agreement. This Agreement has been duly executed and delivered by each Purchaser and constitutes such Purchaser’s legal, valid
and binding obligation, enforceable against him in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii)
as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(c) Consents.
Neither the execution and delivery by such Purchaser of this Agreement nor the consummation by such Purchaser of any of the transactions
contemplated hereby nor the performance by him of this Agreement in accordance with its terms requires the consent, approval, order or
authorization of, or registration with, or the giving of notice to, any governmental or public body or authority or any third party, except
as have been obtained, made or given.
(d) No
Conflict. Neither the execution and delivery by it of this Agreement, nor the consummation by such Purchaser of any of the transactions
contemplated hereby, nor compliance by him with any of the terms and conditions hereof will contravene any existing agreement, federal,
state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, such Purchaser.
(e) No
General Solicitation. Such Purchaser is not purchasing
the Shares because of any general solicitation or general advertisement, including, without limitation, (i) any advertisement, articles,
notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and (ii) any
seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
(f) Status
and Investment Intent.
(i) Experience.
Each Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits
and risks of its investment in the Shares. Each Purchaser is capable of bearing the economic risks of such investment, including a complete
loss of its investment.
(ii) Purchase
Entirely for Own Account. Each Purchaser is acquiring the Shares for its own account
for investment purposes only and does not have any direct or indirect arrangement, or understanding with any other persons to distribute,
or regarding the distribution of the Shares; provided however, by making the representations herein, each Purchaser does not agree to
hold any of the Shares for any minimum or other specific term.
(iii) Investor
Accredited Status. Each Purchaser is an “accredited investor”, as that term is defined in Rule 501(a) of Regulation D
of the Securities Act.
(iv) Direct
Contact; No Broker. The contact between the Company and each Purchaser was made directly through an existing relationship. No broker,
investment banker or other person is entitled to any broker’s, finder’s or other similar fee or commission in connection with
the execution and delivery of this Agreement or the consummation of any of the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of each Purchaser.
(g) Access
to Information. Each Purchaser acknowledges that it has had the opportunity to review the SEC Documents and has been afforded, (i)
the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning
the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information
about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable
it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire
without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. “SEC
Documents” means the SEC Reports (as defined in Section 2.1(f)) together with the Shelf Registration Statement and the Prospectus
Supplement.
(h) Not
an Affiliate. Such Purchaser is not an officer, director or “affiliate” (as that term is defined in Rule 405 of the Securities
Act) of the Company.
(i) No
Prior Short Selling. Such Purchaser represents and warrants to the Company that at no time prior to the date of this Agreement has
any of the Purchaser, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly,
any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Ordinary Shares or
(ii) hedging transaction, which establishes a net short position with respect to the Ordinary Shares.
ARTICLE
III
COVENANTS;
MISCELLANEOUS
Section 3.1 No
Shorting or Lending of Shares. Such Purchasers shall not (i) engage in any short-selling activities involving the Ordinary Shares,
or (ii) lend the Shares to any third party.
Section 3.2 Nasdaq
Listing. The Company warrants that it shall undertake best efforts to maintain the continued listing of its Ordinary Shares on the
Nasdaq Stock Market.
Section 3.3 Termination.
This Agreement may not be terminated except by mutual agreement of the Parties. Nothing in this Section 3.3 shall be deemed to
release any Party from any liability for any breach of this Agreement prior to the effective date of such termination.
Section 3.4 Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles
of conflicts of laws. Any action brought by either Party against the other concerning the transactions contemplated by this Agreement
shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The Parties
to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert
any defense based on lack of jurisdiction or venue or based upon forum non conveniens.
Section 3.5 Consent
to Jurisdiction. Each of the Company and such Purchaser hereby irrevocably waives, and agrees not to assert in any such suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction in New York of such court, that the suit, action or proceeding
is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section shall affect
or limit any right to serve process in any other manner permitted by law.
Section 3.6 Amendment.
This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.
Section 3.7 Binding
Effect. This Agreement shall inure to the benefit of, and be binding upon, each of the Parties and their respective heirs, successors
and permitted assigns.
Section 3.8 Assignment.
Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or such Purchaser without
the express written consent of the other Party. Any purported assignment in violation of the foregoing sentence shall be null and void.
Section 3.9 Notices.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of actual delivery if delivered personally to the Parties to whom notice is to be given, on the date sent if sent by
e-mail or facsimile, on the next business day following delivery if sent by courier or on the day of attempted delivery by postal service
if mailed by registered or certified mail, return receipt requested, postage paid, and properly addressed. The address of each Purchaser
for such notices and communications shall be as set forth on the signature pages attached hereto. If to the Company, at:
[●]
Any Party may change its address
for purposes of this Section 3.9 by giving the other Party a written notice of the new address in the manner set forth above.
Section 3.10 Entire
Agreement. This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the matters
covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters
covered hereby are merged and superseded by this Agreement.
Section 3.11 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
Section 3.12 Fees
and Expenses. Each Party will be responsible for all of its own expenses incurred in connection with the negotiation, preparation
and execution of this Agreement.
Section 3.13 Public
Announcements. Such Purchaser shall not make, or cause to be made, any press release or public announcement in respect of this Agreement
or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the
Company.
Section 3.14 Specific
Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement is not performed in
accordance with the terms hereof. Accordingly, each Party shall be entitled to specific performance of the terms hereof, in addition to
any other remedy at law or equity.
Section 3.15 Headings.
The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly
or by implication limit, define or extend the specific terms of the section so designated.
Section 3.16 Execution
in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties
have caused this Agreement to be executed as of the day and year first above written.
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Jayud Global Logistics Limited |
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By: |
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|
Name: |
Xiaogang Geng |
| |
|
Title: |
Chief Executive Officer |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASERS
FOLLOWS]
PURCHASER SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT
IN WITNESS WHEREOF, the undersigned
have caused this Share Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.
Name of Purchaser:________________________________________________________
Signature of Authorized Signatory of Purchaser:
__________________________________
Name of Authorized Signatory: __________________________________________
Title of Authorized Signatory: __________________________________________
Email Address of Authorized Signatory: _____________________
___
Address for Notice to Purchaser:
[ ]
Investment Amount: $________________
Number of Shares: __ _______________
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