Megan Holdings提交F-1，拟以0.55美元发行1500万股，较收盘价大幅折让且为现有A股的约14倍

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F-1
1
ea0308453-f1_megan.htm
REGISTRATION STATEMENT
As filed with the Securities and Exchange Commission
on October 20, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Megan Holdings Limited
(Exact name of registrant as specified in its
charter)
Cayman Islands
0273
Not Applicable
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(IRS. Employer
Identification Number)
B-01-07, Gateway Corporate Suites
Gateway Kiaramas
No.1, Jalan Desa Kiara
50480 Mont Kiara
Kuala Lumpur, Malaysia
+60 3 6420 1071
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cogency Global Inc.
122 East 42
nd
Street, 18
th
Floor
New York, NY 10168
(212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a Copy to:
William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Yarona L. Yieh, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3
rd
Floor
New York, NY 10017
212-588-0022
Jing Ye, Esq.
Ye & Associates, P.C.
275 5th Avenue, 2nd Floor
New York, NY 10016
Tel: (929) 300-7489
Approximate date of commencement of proposed
sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on
this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box.
☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
☐
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company
☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
The information in
this preliminary prospectus is not complete and may be changed or supplemented. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION, DATED
OCTOBER 20, 2026
Megan Holdings Limited
15,000,000 Class A Ordinary Shares
We are offering, on a reasonable best-efforts
basis, up to 15,000,000 class A ordinary shares of a par value of US$0.003 each (the “Class A Ordinary Shares”) of Megan Holdings
Limited, a Cayman Islands exempted company (“we,” “us,” “our,” “our Company,” and the
“Company”), directly to investors pursuant to this prospectus at an assumed public offering price of US$0.55 per share for
gross proceeds of up to US$8,250,000. The public offering price per Class A Ordinary Share will be determined between us and the placement
agent based on market conditions at the time of pricing, and may be at a discount to the then current market price of our Class A Ordinary
Shares. Therefore, the recent market price of our Class A Ordinary Shares referenced throughout this preliminary prospectus may not be
indicative of the final offering price per Class A Ordinary Share.
We have two classes of ordinary shares, Class
A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary Shares and Class B Ordinary Shares vote together as one class
on all matters submitted to a vote of our shareholders. Each Class A Ordinary Share entitles the holder thereof to one (1) vote and each
Class B Ordinary Share entitles the holder thereof to fifty (50) votes on all matters subject to a vote at general meetings of the Company.
As of the date of this prospectus, Star Sprite Limited (“SSL”), a company wholly owned by Mr. Darren Hoo, holds 194,834 Class
A Ordinary Shares and 166,667 Class B Ordinary Shares, representing approximately 90.7% of the aggregate voting power of our issued and
outstanding ordinary shares. As a result, we are a “controlled company” within the meaning of Nasdaq Listing Rule 5615(c).
Assuming the sale of all 15,000,000 Class A Ordinary Shares offered hereby, SSL will hold approximately 35.0% of the aggregate voting
power of our issued and outstanding ordinary shares immediately after this offering, and we will cease to be a “controlled company.”
If we sell fewer than all of the Class A Ordinary Shares offered hereby, we may remain a “controlled company.” See “Risk
Factors.”
Our share price is volatile. Our Class A Ordinary
Shares are listed on the Nasdaq Capital Market under the symbol “MGN”. On October 19, 2026, the last reported sales price
of our Class A Ordinary Shares on the Nasdaq Capital Market was $2.50 per share.
We have engaged Prime Number Capital, LLC (the
“placement agent” or “PNCPS”), to act as our exclusive placement agent in connection with this offering. The
placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The
placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange
the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the placement agent the placement
agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no arrangement
for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing
of this offering. We may sell fewer than all of the Class A Ordinary Shares offered hereby, which may significantly reduce the amount
of proceeds received by us. Because there is no escrow account and no minimum number of securities or amount of proceeds, investors could
be in a position where they have invested in us, but we have not raised sufficient proceeds in this offering to adequately fund the intended
uses of the proceeds as described in this prospectus. See “
Risk Factors
” on page 10 in this prospectus and “
Item
3. Key Information— 3.D. Risk Factors”
in our 2025 Annual Report on Form 20-F (the “2025 Annual Report”),
filed with the U.S. Securities and Exchange Commission on May 15, 2026, and incorporated by reference, for more information regarding
risks related to this offering. We will bear all costs associated with the offering. See “Plan of Distribution” for more
information regarding these arrangements.
We are a holding company incorporated in the
Cayman Islands. As a holding company with no operations, we conduct all of our operations through our subsidiaries in Malaysia. The Class
A Ordinary Shares offered in this offering are shares of the holding company that is incorporated in the Cayman Islands. Investors of
our Class A Ordinary Shares should be aware that they may never directly hold equity interests in our subsidiaries.
We are an “emerging growth company”
and a “foreign private issuer,” each as defined under the U.S. federal securities laws, and, as such, are eligible for
reduced public company reporting requirements for this and future filings.
Investing in our Class A Ordinary Shares involves
a high degree of risk. Before buying any Class A Ordinary Shares, you should carefully read the discussion of the material risks of investing
in our Class A Ordinary Shares under the heading “
Risk Factors
” beginning on page 10 of this prospectus and “
Item
3. Key Information— 3.D. Risk Factors
” in our 2025 Annual Report. Nasdaq may halt trading in our Class A Ordinary Shares
on Nasdaq or delist our Class A Ordinary Shares for public interest concerns as a result of this offering. See “Risk Factors—Nasdaq
may halt trading in our Class A Ordinary Shares on Nasdaq or delist our Class A Ordinary Shares for public interest concerns as a result
of this offering.”
Neither the U.S. Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
Per
Share
Approximate
Total
Public offering price
$
0.55
$
8,250,000
Placement agent fees
(1)
$
0.033
$
495,000
Proceeds to our Company before expenses
$
0.517
$
7,755,000
(1)
We have
agreed to pay the placement agent a cash fee equal to 6.0% of the aggregate gross proceeds raised in this offering, a non-accountable
expense allowance equal to 1.0% of the aggregate gross proceeds raised in this offering, and to reimburse the placement agent for
certain of its offering-related accountable expenses of up to US$100,000. See “Plan of Distribution” for a description
of the compensation to be received by the placement agent.
Delivery of the securities hereby is expected
to be made on or about   , 2026, subject to the satisfaction of customary closing conditions.
Sole Placement Agent
Prospectus dated                 ,
2026.
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS
ii
PRESENTATION
OF FINANCIAL INFORMATION
iii
MARKET
AND INDUSTRY DATA
iv
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
v
DEFINITIONS
vii
PROSPECTUS
SUMMARY
1
RISK
FACTORS
10
USE
OF PROCEEDS
19
DIVIDEND
POLICY
20
CAPITALIZATION
21
DILUTION
22
DESCRIPTION
OF SHARE CAPITAL
23
MATERIAL
INCOME TAX CONSIDERATION
36
ENFORCEABILITY
OF CIVIL LIABILITIES
42
PLAN
OF DISTRIBUTION
45
EXPENSES
RELATING TO THIS OFFERING
49
LEGAL
MATTERS
50
EXPERTS
50
WHERE
YOU CAN FIND MORE INFORMATION
51
INCORPORATION
OF DOCUMENTS BY REFERENCE
52
You should rely only on the information contained
in this prospectus. We have not, and the placement agent has not, authorized anyone to provide you with information different from what
is contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We and
the placement agent are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. The information
contained in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this
prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since
that date.
For investors outside of the United States,
neither we nor the placement agent has done anything that would permit this offering or possession or distribution of this prospectus
in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside of the United States
who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our
Class A Ordinary Shares and the distribution of this prospectus outside of the United States.
i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
we filed with the SEC. We have not, and the placement agent has not, authorized anyone to provide any information or to make any
representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to
which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions
where it is lawful to do so. We are not making an offer to sell these shares in any jurisdiction where the offer or sale is not permitted
or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer
or sale. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. You should
not assume that the information contained in this prospectus, or the documents incorporated by reference are accurate as of any date other
than their respective dates, regardless of the time of delivery of this prospectus or of any sale of the securities. Our business, financial
condition, results of operations and prospects may have changed since that date.
ii
PRESENTATION OF FINANCIAL
INFORMATION
Basis of Presentation
Unless otherwise indicated, all financial information
contained in this prospectus is prepared and presented in accordance with generally accepted accounting principles in the United States
of America (“U.S. GAAP” or “GAAP”).
Certain amounts, percentages and other figures
included in this prospectus have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals
in certain tables or charts may not be the arithmetic aggregation of those that precede them and amounts and figures expressed as percentages
in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
Our financial year ends on December 31 of
each year. References in this prospectus to a financial year, such as “financial year 2025”, relate to our financial year
ended December 31 of that calendar year.
Financial Information in U.S. Dollars
Our reporting currency is the Malaysian Ringgit.
Fees generated from our services are denominated in Malaysian Ringgit or “MYR”. This prospectus also contains translations
of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Assets and liabilities denominated in foreign
currencies are translated at year-end exchange rates, income statement accounts are translated at average rates of exchange for the year
and equity is translated at historical exchange rates. Any translation gains or losses are recorded in foreign currency translation reserve.
Gains or losses resulting from foreign currency transactions are included in net income.
This prospectus contains translations of certain
MYR amounts into U.S. dollar amounts at specified rates solely for the convenience of the reader. All reference to “US dollars”,
“USD” or “US$” are to U.S. dollars. The relevant exchange rates are listed below:
June 30,
2026
December 31,
2025
December 31,
2024
December 31,
2023
Period Ended USD:MYR exchange rate
4.0820
4.0560
4.4680
4.5903
iii
MARKET AND INDUSTRY DATA
We obtained the industry and market data used
in this prospectus or any document incorporated by reference from industry publications, research, surveys and studies conducted by third
parties and our own internal estimates based on our management’s knowledge and experience in the markets in which we operate. We
did not, directly or indirectly, sponsor or participate in the publication of such materials, and these materials are not incorporated
in this prospectus other than to the extent specifically cited in this prospectus. We have sought to provide current information in this
prospectus and believe that the statistics provided in this prospectus remain up-to-date and reliable, and these materials are not incorporated
in this prospectus other than to the extent specifically cited in this prospectus.
iv
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements
that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the
sections entitled “Prospectus Summary”, “Risk Factors”, and “Use of Proceeds”. These statements relate
to events that involve known and unknown risks, uncertainties, and other factors, including those listed under “Risk Factors”
of this prospectus and “
Item 3. Key Information— 3.D. Risk Factors”
in our 2025 Annual Report, which may
cause our actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements.
In some cases, these forward-looking statements
can be identified by words or phrases such as “is/are likely to,” “believe,” “plan,” “expect,”
“intend,” “should,” “seek,” “estimate,” “will,” “aim,” “may,”
“might,” “could” and “anticipate,” or other similar expressions, but these are not the exclusive
means of identifying such statements. All statements other than statements of historical facts included in this document, including those
regarding future financial position and results, business strategy, plans and objectives of management for future operations (including
development plans and dividends) and statements on future industry growth are forward-looking statements.
These forward-looking statements are subject
to risks, uncertainties, and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect
our current views with respect to future events and are not a guarantee of future performance. You should not place undue reliance on
forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond
our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations
include, among other things, those listed under the heading “Risk Factors” and elsewhere in this prospectus. If one or more
of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly
from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
Forward-looking statements include, but are not
limited to, statements about: the following:
●
our
business and operating strategies and our various measures to implement such strategies;
●
our
operations and business prospects, including development and capital expenditure plans for
our existing business;
●
changes
in policies, legislation, regulations or practices in the industry and those countries or
territories in which we operate that may affect our business operations;
●
our
financial condition, results of operations and dividend policy;
●
changes
in political and economic conditions and competition in the area in which we operate, including
a downturn in the general economy;
●
the
regulatory environment and industry outlook in general;
●
future
developments in the supply of manpower and cleaning services, competition in our industry
and actions of our competitors;
●
catastrophic
losses from man-made or natural disasters, such as fires, floods, windstorms, earthquakes,
diseases, epidemics, other adverse weather conditions or natural disasters, war, international
or domestic terrorism, civil disturbances and other political or social occurrences;
v
●
the
loss of key personnel and the inability to replace such personnel on a timely basis or on
terms acceptable to us;
●
the
overall economic environment and general market and economic conditions in the jurisdictions
in which we operate;
●
our
ability to execute our strategies;
●
changes
in the need for capital and the availability of financing and capital to fund those needs;
●
our
ability to anticipate and respond to changes in the markets in which we operate, and in customer
demands, trends and preferences;
●
exchange
rate fluctuations, including fluctuations in the exchange rates of currencies that are used
in our business;
●
changes
in interest rates or rates of inflation; and
●
legal,
regulatory and other proceedings arising out of our operations.
The forward-looking statements made in this prospectus
relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we
undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events
or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this
prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which
this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different
from what we expect.
This prospectus also contains certain data and
information, which we obtained from various government and private publications. Although we believe that the publications and reports
are reliable, we have not independently verified the data. Statistical data in these publications includes projections that are based
on a number of assumptions. If any one or more of the assumptions underlying the market data is later found to be incorrect, actual results
may differ from the projections based on these assumptions.
vi
DEFINITIONS
Except where the context otherwise requires and
for purposes of this prospectus only, references to:
“Amended and Restated Memorandum and Articles
of Association” means the fourth amended and restated memorandum and articles of association of our Company amended and restated
by special resolution dated 21 August 2026 and as supplemented, amended or otherwise modified from time to time.
“Business Day” means a day (other
than a Saturday, Sunday or public holiday in the U.S.) on which licensed banks in the U.S. are generally open for normal business
to the public.
“CAGR” means compound annual growth
rate.
“Company” or “our Company”
or “MHL” means Megan Holdings Limited, an exempted company incorporated in the Cayman Islands on December 7, 2022.
“Companies Act” or “Cayman
Companies Act” means the Companies Act (Revised) of the Cayman Islands and every statutory modification or re-enactment thereof
for the time being in force.
“COVID-19” means the Coronavirus
Disease 2019.
“Directors” means the directors of
our Company as at the date of this prospectus, unless otherwise stated.
“ECGL” means Eternity Capital Group
Limited, a private limited liability company incorporated in Hong Kong on May 10, 2023.
“Exchange Act” means the U.S. Securities
Exchange Act of 1934, as amended.
“Executive Directors” means the executive
directors of our Company who are also employees of either our Company or MMSB as at the date of this prospectus, unless otherwise stated.
“Executive Officers” means the executive
officers of our Company as at the date of this prospectus, unless otherwise stated.
“Group,” “our Group,”
“we,” “us,” or “our” means our Company and its subsidiaries or any of them, or where the context
so requires, in respect of the period before our Company becoming the holding company of its present subsidiaries, such subsidiaries
as if they were subsidiaries of our Company at the relevant time or the businesses which have since been acquired or carried on by them
or as the case may be their predecessors.
“Independent Directors” means the
independent non-executive Directors of our Company as at the date of this prospectus, unless otherwise stated.
“KBSB” means Kheng Builders Sdn Bhd,
a private company limited by shares incorporated in Malaysia on January 16, 2023.
“KLSB” means Kapiti Latino Sdn Bhd,
a private company limited by shares incorporated in Malaysia on July 1, 2022.
vii
“Malama” means Malama Sdn Bhd, a
private company limited by shares incorporated in Malaysia on March 6, 2023.
“MMSB” means Megan Mezanin Sdn Bhd,
a private company limited by shares incorporated in Malaysia on February 13, 2020.
“Mr. Darren Hoo” means Hoo Wei
Sern, our executive director, Chairman and Chief Executive Officer (“CEO”).
“MTSB” means Megan Technologies Sdn
Bhd, a private company limited by shares incorporated in Malaysia on March 18, 2024.
“MYR” means Malaysian ringgit, the
lawful currency of Malaysia.
“SEC” or “Securities and Exchange
Commission” means the United States Securities and Exchange Commission.
“Securities Act” means the U.S. Securities
Act of 1933, as amended.
“Share Swap Agreement” means the
share swap agreement dated July 31, 2024 entered into between SSL, USSB, YHCML, ECGL, KLSB, KBSB, Malama and SJCC with MHL for the
acquisition by MHL of the entire issued shares in MMSB.
“SJCC” means SJCC Holdings Sdn Bhd,
a private company limited by shares incorporated in Malaysia on January 31, 2023.
“Smart Farming System” means the
farm management system that MMSB is developing and hopes to leverage on Information Technology (IT) infrastructure for data collection,
farm monitoring and analysis.
“SSL” means Star Sprite Limited,
a company incorporated in the BVI on November 30, 2022 and wholly owned by Mr. Darren Hoo.
“US$” or “USD” or “U.S. Dollars”
means U.S. dollar(s), the lawful currency of the United States of America.
“USSB” means Usaha Sedava Sdn Bhd,
a private company limited by shares incorporated in Malaysia on June 8, 2022.
“YHCML” means Yat Ho Construction
Materials Limited, a private limited liability company incorporated in Hong Kong on October 3, 2023.
viii
PROSPECTUS SUMMARY
The following summary is qualified in its
entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this
prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our
securities, discussed under “Risk Factors” before deciding whether to buy our securities.
Overview
We are a company principally engaged in the development,
construction and maintenance of aquaculture farms and related works. Our operations are based in Malaysia. Since our inception in 2020,
we have strived to establish ourselves as a trusted and experienced provider of shrimp farm related maintenance services in Malaysia.
As of the date of this prospectus, we have been carrying out a series of upgrading and maintenance works for aquaculture farms, all of
which are located in Tawau, Sabah, Malaysia. This constitutes 15.5%, 29.3% and 47.7% of our revenue for the financial years ended December
31, 2023, 2024 and 2025, and 100% for the six months ended June 30, 2026, respectively. Besides that, we also carried out upgrading works
for a pineapple plantation farm located at Kota Tinggi, Johor, Malaysia in 2022 and 2023. This constituted 22.6%, Nil% and Nil% of our
revenue for the financial years ended December 31, 2023, 2024 and 2025, and Nil% for the six months ended June 30, 2026, respectively.
Complementary to our upgrading and maintenance
services, we also assist customers with the design and development of new farms. As of the date of this prospectus, we completed the
development and construction of a shrimp hatchery center in Semporna, Sabah, Malaysia, where we have been engaged to undertake the construction
of hatchery buildings and related functional facilities. We have also completed the development of a 111-acre shrimp farm at Tawau, Sabah,
Malaysia. The design and development of new farms comprised 61.7%, 70.5% and Nil% of our revenue for the financial years ended December
31, 2023, 2024 and 2025, and Nil% for the six months ended June 30, 2026, respectively. From time to time, we also assist our customers
in sourcing for building materials and machineries available for rental for use on their farms. This comprised 0.2%, 0.2% and 51.9% of
our revenue for the financial years ended December 31, 2023, 2024 and 2025, and Nil% for the six months ended June 30, 2026, respectively.
With our wide suite of services and diverse revenue
streams, we are well-positioned to serve customers as a one-stop center for their aquaculture and agriculture needs.
Corporate Structure
Below is a chart illustrating our current corporate
structure and reflecting the corporate reorganization that was completed on July 31, 2024:
(1)
Star Sprite Limited, a business company incorporated
in the BVI on November 30, 2022 and wholly owned by Mr. Darren Hoo.
The re-organization enabled MMSB to become a
wholly owned subsidiary of MHL. Each of SSL, USSB, YHCML, ECGL, KLSB, KBSB, Malama and SJCC, (who were the shareholders of MMSB as of
the date of the Share Swap Agreement) transferred their respective shares in MMSB, which represented in aggregate 100% of the issued
share capital of MMSB, to MHL. The consideration for the share transfers was satisfied by the allotment and issuance of 14,999,999
Class A Ordinary Shares in aggregate to SSL, USSB, YHCML, ECGL, KLSB, KBSB, Malama and SJCC, each credited as fully paid, in proportion
to their respective shareholdings in MMSB. Following the completion of the Share Swap Agreement on July 31, 2024, MHL became
the holding company of MMSB, and SSL, USSB, YHCML, ECGL, KLSB, KBSB, Malama and SJCC became shareholders of MHL.
1
Recent Developments
Initial Public Offering
On September 29, 2025, the Company completed its initial public
offering (the “IPO”). In the IPO, the Company issued 1,250,000 Class A Ordinary Shares at a price of US$4.00 per share.
The Company received gross proceeds in the amount of US$5,000,000 before deducting any underwriting discounts and expenses. The Class
A Ordinary Shares began trading on September 26, 2025 on the Nasdaq Capital Market under the ticker symbol “MGN.”
Change of Director
On October 29, 2025, Mr. Long Jia Kwang
notified the Company of his resignation as an independent director, chairman of the audit committee and member of the nominating and
compensation committees, effective October 31, 2025. On November 21, 2025, approved by the Board of Directors, the Nominating
Committee and the Compensation Committee, Mr. Phua Zhi Yong was appointed as independent director and chair of audit committee of
the Company, effective November 21, 2025.
Change of Independent Public Accountant
Effective on December 15, 2025, the Company
dismissed its independent registered public accounting firm, WWC, P.C., which was approved and ratified by the Company’s Board
of Directors and the Audit Committee on December 15, 2025. On the same day, the Audit Committee and the Board of Directors
of the Company appointed SFAI MALAYSIA PLT as its new independent registered public accounting firm to audit the Company’s financial
statements.
Adoption of Dual-Class Share Structure
On January 27, 2026, the Company held its annual
general meeting of shareholders, at which shareholders approved the adoption of a dual-class share structure. Pursuant to the shareholders
resolutions, the Company’s share capital was changed from US$50,000 divided into 500,000,000 Class A Ordinary Shares of a nominal
or par value of US$0.0001 each to US$50,000 divided into 500,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, comprising
(a) 450,000,000 Class A Ordinary Shares and (b) 50,000,000 Class B Ordinary Shares , with each Class A Ordinary Share entitling the holder
thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share entitling
the holder thereof to fifty (50) votes on all matters subject to vote at general meetings of the Company. In connection with the adoption
of the dual-class share structure, shareholders approved the redesignation of the Company’s issued and outstanding Class A Ordinary
Shares. As a result, the 10,845,000 issued Class A Ordinary Shares held by SSL were redesignated into 5,845,000 Class A Ordinary Shares
and 5,000,000 Class B Ordinary Shares, and the remaining 5,405,000 issued Class A Ordinary Shares held by other shareholders were redesignated
into 5,405,000 Class A Ordinary Shares. Shareholders also approved the redesignation of the Company’s authorized but unissued
Class A Ordinary Shares into Class A Ordinary Shares and Class B Ordinary Shares and the adoption of the second amended and restated
memorandum and articles of association to reflect the dual-class share structure.
Follow-on Public Offering
On February 27, 2026, the Company closed a follow-on
public offering (the “Follow-on Offering”) of 20,750,000 Class A Ordinary Shares at a public offering price of US$0.40 per
share. Gross proceeds to the Company, before deducting placement agent fees and other offering expenses, were approximately US$8.3 million.
D. Boral Capital LLC acted as the exclusive placement agent in connection with the Follow-on Offering. The Class A Ordinary Shares were
offered pursuant to a registration statement on Form F-1 (File No. 333-292850), as amended, which was declared effective by the U.S.
Securities and Exchange Commission on February 23, 2026. The Company intends to use the net proceeds from the Follow-on Offering for
the development of its Smart Farming System, working capital and general corporate purposes.
Nasdaq Minimum Bid Price Deficiency
On May 12, 2026, the Company received a notification
letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum bid
price requirement set forth in Nasdaq Listing Rule 5550(a)(2), which requires that listed securities maintain a minimum bid price of US$1.00
per share, because the closing bid price of the Company’s Class A Ordinary Shares had been below US$1.00 per share for the 30 consecutive
business days from March 30, 2026 to May 11, 2026. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted an initial
compliance period of 180 calendar days, until November 9, 2026, to regain compliance. To regain compliance, the Company effected the July
2026 Share Consolidation, which became effective on the Nasdaq Capital Market on September 17, 2026. On October 1, 2026, the Company received
a letter from Nasdaq confirming that the Company had regained compliance with the minimum bid price requirement, and the matter is now
closed. See “Risk Factors—Risks Related to this Offering and Our Securities” for a discussion of the consequences of
any future failure to meet the minimum bid price requirement.
2
Extraordinary General Shareholder Meeting
On July 13, 2026, the Company held its annual
general shareholder meeting, where the shareholders of the Company voted upon and approved the consolidation of the Company’s issued
and unissued class A ordinary shares (the “Class A Ordinary Shares”) and class B ordinary shares (the “Class B Ordinary
Shares”) at an aggregate ratio not exceeding 1-for-400, with the exact ratio and effective date to be determined by the Board.
According to the unanimous written resolutions
of the Board passed on July 17, 2026, the share consolidation at a ratio of thirty (30)-for-one (1) and the rounding up of any fractional
shares resulting from the share consolidation to the nearest whole ordinary share to be effective on September 17, 2026 (the “July
2026 Share Consolidation”) were approved. The , the Company’s Class A Ordinary Shares began trading on the Nasdaq Capital
Market on September 17, 2026 on post-July 2026 Share Consolidation basis under the current symbol “MGN”. The new CUSIP number
following the July 2026 Share Consolidation is G5980E113.
The July 2026 Share Consolidation reduced the
number of outstanding shares of the Company from approximately 32 million class A ordinary shares of a par value of US$0.0001 each and
approximately 5 million class B ordinary shares of a par value of US$0.0001 each to approximately 1,066,667 class A ordinary shares of
a par value of US$0.003 each and approximately 166,667 class B ordinary shares of a par value of US$0.003 each, respectively. Every thirty
(30) outstanding Class A Ordinary Shares or Class B Ordinary Shares were combined into and automatically become one post- July 2026 Share
Consolidation Class A Ordinary Share or Class B Ordinary Share, respectively. No fractional shares were issued in connection with the
July 2026 Share Consolidation. Instead, the Company issued one full post- July 2026 Share Consolidation Class A Ordinary Share or Class
B Ordinary Share, as applicable, to any shareholder who would have been entitled to receive a fractional share as a result of the process.
The par value of the Class A Ordinary Shares and Class B Ordinary Shares was increased in proportion to the ratio of the July 2026 Share
Consolidation to $0.003 per share and the number of authorized Class A Ordinary Shares was reduced in proportion to the ratio of the
July 2026 Share Consolidation to 15,000,000 Class A Ordinary Shares of a par value of US$0.003 each and 1,666,667 Class B Ordinary Shares
of a par value of US$0.003 each.
At an extraordinary general meeting held on August
21, 2026, our shareholders approved, by special resolution, the adoption of the fourth amended and restated memorandum and articles of
association to, among other things, permit an ordinary resolution to be passed in writing by members representing a majority of the total
voting rights of all the members entitled to vote on that resolution, in substitution for the previous requirement that such written
resolution be signed by all members entitled to vote. The fourth amended and restated memorandum and articles of association did not
change our authorized share capital, which remained US$50,000 divided into 15,000,000 Class A Ordinary Shares and 1,666,667 Class B Ordinary
Shares of a par value of US$0.003 each. At the same meeting, our shareholders also approved a 1-for-40 share consolidation of our issued
and unissued ordinary shares and a related reduction of the par value of our ordinary shares and increase of our authorized share capital.
The 1-for-40 share consolidation and the related reduction of par value and increase of authorized share capital were not effected, and
the July 2026 Share Consolidation remains in effect.
On October 19, 2026, our shareholders approved,
by written ordinary resolution, an increase in our authorized share capital from US$50,000 to US$600,000 by the creation of an additional
165,000,000 Class A Ordinary Shares and 18,333,333 Class B Ordinary Shares of a par value of US$0.003 each, ranking pari passu in all
respects with the existing Class A Ordinary Shares and Class B Ordinary Shares, respectively (the “Authorized Share Capital Increase”).
Following the Authorized Share Capital Increase, our authorized share capital is US$600,000 divided into 180,000,000 Class A Ordinary
Shares and 20,000,000 Class B Ordinary Shares of a par value of US$0.003 each. The Authorized Share Capital Increase did not involve the
issuance of any shares and did not change the number of ordinary shares held by any shareholder.
In connection with the July 2026 Share Consolidation,
on July 21, 2026, the Company first filed its third amended and restated memorandum and articles of association with the Registrar of
Companies of the Cayman Islands to reflect the amendments approved at the annual general meeting held on July 13, 2026. Following receipt
of the shareholder resolution approving the change of share capital, the Company filed such resolution with the Registrar of Companies
of the Cayman Islands on July 28, 2026 to register the adjustment of the number of authorized Class A Ordinary Shares and Class B Ordinary
Shares and the par value. The July 2026 Share Consolidation became effective on the Nasdaq Capital Market on September 17, 2026.
Unless specified otherwise, all references in
this prospectus to share and per share data have been adjusted, including historical data which has been retroactively adjusted, to give
effect to the July 2026 Share Consolidation.
3
Holding Company Structure
MHL is a holding company incorporated in the
Cayman Islands with no material operations of its own. We conduct our operations primarily in Malaysia via MMSB.
Competitive Strengths
●
Cost
effective solutions.
Our company offers shrimp farmers a comprehensive suite of
services encompassing consultancy, design, construction, maintenance, and repair. This all-inclusive
approach affords our customers the convenience of a single point of contact for all their
shrimp farming requirements, streamlining their operations, and delivering tangible cost
and time savings.
●
Strong
relationships.
We have established strong and stable relationships with key suppliers
and customers in Malaysia over the last three years.
●
We
have an experienced management team.
We have an experienced management team, led
by Mr. Darren Hoo, our Chairman and CEO, who has been instrumental in spearheading the
growth of our company. He has over 10 years of experience in the aquaculture and agriculture
industries in Malaysia and is primarily responsible for the planning and execution of our
Company’s business strategies and managing our Company’s customer relationships.
Growth Strategy
●
Market
Development.
We are actively exploring new customers in Malaysia, and international
markets, beginning with Indonesia, leveraging our reputation and customer base to build new
relationships and increase market share for continued success in the industry.
●
Strategic
growth initiatives.
As our customer base grows, we aim to identify potential partners
for equity participation, creating recurring revenue streams and mutually beneficial relationships
to drive our industry success.
●
Product
Development.
We believe that the Smart Farming System we are developing could serve
as a pivotal driver for business growth and a transformative tool in aquaculture and agriculture.
We are planning for our Smart Farming System to offer several features including (a) water
quality monitoring, (b) feeding optimization, (c) disease prevention, (d) environmental
monitoring and (e) data analytics. Overall, the hardware development for our Smart Farming
System will require a combination of sensors, actuators, cameras, control systems, connectivity,
and power supply, all working together to optimize yields, improve resource efficiency, and
promote sustainable farming practices. Our system could closely monitor the operating parameters
of each pond and alert customers to any irregularities, enabling them to take corrective
action and improve yield. In addition, the system could capture data that our customers can
use to analyze operational costs, estimate yields, and make informed decisions about their
farm’s financial performance.
Transfers of Cash to and from Our Subsidiaries
MHL is permitted under the laws of the Cayman
Islands to provide funding to our subsidiaries incorporated in Malaysia through loans or capital contributions without restrictions on
the amount of the funds. Save for (a) when future financing arrangements between our subsidiaries and its creditors may contain negative
covenants that limit the ability of our subsidiaries to declare or pay dividends or make distributions or (b) our subsidiaries are
restricted from declaring or paying such dividends or making such distributions under the Malaysian Companies Act, 2016, which stipulates
that dividends are to be paid out of our subsidiaries’ profits and that the dividends should not be paid if the payment of such
dividends or making such distributions will cause our subsidiaries to be insolvent (i.e. our subsidiaries being unable to pay its debts
as and when the debts become due within 12 months immediately after the payment distribution is made), there are no other restrictions
on dividends transfers from Malaysia to the Cayman Islands. As of the date of this prospectus, all corporations in Malaysia are required
to adopt a single-tier dividend. All dividends distributed by Malaysian resident companies under a single tier dividend are not taxable.
Further, the Government of Malaysia does not levy withholding tax on dividends payment. Therefore, there is no withholding tax imposed
on dividends paid to non-residents by Malaysian companies. For the transfer of assets from our subsidiaries to the holding company, there
are no governmental laws, decrees, regulations, or other legislations that may affect such transfer. However, such transfer of assets
may be subject to withholding taxes (if any). The same applies to the transfer of cash from our subsidiaries to the holding company upon
the presentation of the necessary documentary evidence required by local banks or financial institutions. As of June 30, 2026, MHL had
funded MMSB through intercompany advances, and the amount due from MMSB to MHL was MYR39,388,446 (approximately US$9,649,301). As of the
same date, MHL owed MTSB MYR453,559 (approximately US$111,112). These intercompany balances are eliminated on consolidation. No dividends
or other distributions have been made by our subsidiaries to MHL. Our subsidiaries are not restricted from declaring any dividends as
our subsidiaries currently have sufficient profits and the payment of such dividends or making such distributions will not cause our subsidiaries
to be insolvent. We have not installed any cash management policies that dictate the amount of such funding.
4
Implications of Being a Foreign Private Issuer
We are a foreign private issuer within the meaning
of the rules under the Exchange Act. As such, we are exempt from certain provisions applicable to U.S. domestic public companies.
For example:
●
we
are not required to provide as many Exchange Act reports, or as frequently, as a domestic
public company;
●
for
interim reporting, we are permitted to comply solely with our home country requirements,
which are less rigorous than the rules that apply to domestic public companies;
●
we
are not required to provide the same level of disclosure on certain issues, such as executive
compensation;
●
we
are exempt from the provisions of Regulation FD aimed at preventing issuers from making
selective disclosures of material information;
●
we
are not required to comply with the sections of the Exchange Act regulating the solicitation
of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;
and
●
we
are not required to comply with Section 16 of the Exchange Act requiring insiders
to file public reports of their share ownership and trading activities and establishing insider
liability for profits realized from any “short-swing” trading transaction.
Implications of Being an Emerging Growth Company
As a company with less than US$1.235 billion
in revenues during our last financial year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business
Startups Act of 2012, or the JOBS Act. An “emerging growth company” may take advantage of reduced reporting
requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:
●
may
present only two years of audited financial statements and only two years of related
Management’s Discussion and Analysis of Financial Condition and Results of Operations,
or “MD&A”;
●
are
not required to provide a detailed narrative disclosure discussing our compensation principles,
objectives and elements and analyzing how those elements fit with our principles and objectives,
which is commonly referred to as “compensation discussion and analysis”;
●
are
not required to obtain an attestation and report from our auditors on our management’s
assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley
Act of 2002;
●
are
not required to obtain a non-binding advisory vote from our shareholders on executive compensation
or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on
frequency” and “say-on-golden-parachute” votes);
●
are
exempt from certain executive compensation disclosure provisions requiring a pay-for-performance
graph and chief executive officer pay ratio disclosure;
●
are
eligible to claim longer phase-in periods for the adoption of new or revised financial accounting
standards under §107 of the JOBS Act; and
●
will
not be required to conduct an evaluation of our internal control over financial reporting.
5
We intend to take advantage of all of these reduced
reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting
standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial
statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods
under §107 of the JOBS Act.
Summary of Risk Factors
Investing in our securities involves significant
risks. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more
fully under “
Risk Factors
” beginning on page 10 of this prospectus and in “
Item 3. Key Information –
3.D. Risk Factors
” in our 2025 Annual Report.
Risks Related to Our Business and Industry
Risks and uncertainties related to our business
and industry include, but are not limited to, the following:
●
As
we depend on subcontractors significantly in the course of our work, we may bear responsibilities
for any non-performance, delayed performance, sub-standard performance, or non-compliance
of our subcontractors.
●
We
are dependent on a small number of key customers for continued sale of our services.
●
The
primary substantial portion of our revenues will be derived from Malaysia.
●
We
are a holding company, and we are accordingly dependent upon distributions from our subsidiaries,
MMSB, to service our debt and pay dividends, if any, taxes and other expenses.
●
We
depend on a small number of individuals who constitute our current management.
●
We
will need to grow the size and capabilities of our organization, and we may experience difficulties
in managing this growth.
●
Our
business is subject to supply chain interruptions.
●
We
may from time to time be subject to legal and regulatory proceedings and administrative investigations.
●
Our
business may be affected by technological changes and developments.
●
We
have a limited operating history in an evolving industry, which makes it difficult to evaluate
our prospects and may increase the risk that we will not be successful.
●
Our
historical growth and performance may not be indicative of our future growth and performance.
●
We
may not be able to successfully implement our business strategies and future plans.
●
We
may not be able to successfully complete, commercialize or scale our Smart Farming System.
●
We
are exposed to risks arising from fluctuations of foreign currency exchange rates.
6
●
We
do not have, and may be unable to obtain, sufficient insurance to insure against certain
business risks. As a result, we may be exposed to significant costs and business disruption.
●
Global
economic uncertainty, capital markets volatility and geopolitical instability could materially
and adversely affect our business.
●
We
are exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest,
adverse weather conditions and other uncontrollable events.
●
Any
adverse changes in the political, economic, legal, regulatory, taxation or social conditions
in the jurisdictions that we operate in or intend to expand our business may have a material
adverse effect on our operations, financial performance and future growth.
●
You
may face difficulties in protecting your interests, and your ability to protect your rights
through U.S. courts may be limited, because we are incorporated under Cayman Islands
law.
●
Certain
judgments obtained against us or our auditor by our shareholders may not be enforceable.
●
We
have engaged in transactions with related parties, and such transactions present possible
conflicts of interest that could have an adverse effect on our business and results of operations.
●
We
depend on a small number of key suppliers for continued provision of our services.
●
We are exposed to the credit risks of some of our customers.
●
There
may be potentially adverse impacts on our corporate governance because of the indemnification
provisions in our Amended and Restated Memorandum and Articles of Association pertaining
to our directors and officers liability.
Risks Related to this Offering and Our Securities
●
This
is a reasonable best efforts offering, no minimum number or dollar amount of Class A Ordinary
Shares is required to be sold, and we may not raise the amount of capital we believe is required
for our business plans.
●
If
we fail to maintain an effective system of internal controls, we may be unable to accurately
or timely report our results of operations or prevent fraud, and investor confidence and
the market price of our Class A Ordinary Shares may be materially and adversely affected.
●
An
active trading market for the Class A Ordinary Shares may not be maintained and the trading
price for the Class A Ordinary Shares may fluctuate significantly.
●
Our existing shareholders will experience immediate dilution as a result
of this offering, and any future issuance of Class A Ordinary Shares or adjustments to the offering terms may further dilute our shareholders.
●
We
may not maintain the listing of our Class A Ordinary Shares on Nasdaq which could limit investors’
ability to make transactions in our Class A Ordinary Shares and subject us to additional
trading restrictions.
●
Our Class A Ordinary Shares may be delisted from Nasdaq without the benefit of any compliance period if the closing bid price of our Class A Ordinary Shares falls below US$1.00, because we effected a reverse share split within the past year.
●
Nasdaq may halt trading in our Class A Ordinary Shares on Nasdaq or delist our Class A Ordinary Shares for public interest concerns as a result of this offering.
●
The
sale or availability for sale of substantial amounts of the Class A Ordinary Shares could
adversely affect their market price.
●
The
public offering price for our Class A Ordinary Shares may not be indicative of prices that
will prevail in the trading market and the market price of our Class A Ordinary Shares has
been volatile and can fluctuate substantially, which could result in substantial losses for
purchasers of our Class A Ordinary Shares in this offering.
7
●
If
securities or industry analysts do not publish research or reports about our business, or
if they adversely change their recommendations regarding our Class A Ordinary Shares, the
market price for our Class A Ordinary Shares and trading volume could decline.
●
Because
we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation
of our Class A Ordinary Shares for a return on your investment.
●
Short
selling may drive down the market price of our Class A Ordinary Shares.
●
Our
management has broad discretion to determine how to use the funds raised in this offering
and may use them in ways that may not enhance our results of operations or the price of our
Class A Ordinary Shares.
●
If
we are classified as a passive foreign investment company, United States taxpayers who own
our securities may have adverse United States federal income tax consequences.
●
The
obligation to disclose information publicly may put us at a disadvantage to competitors that
are private companies.
●
As
an exempted company incorporated in the Cayman Islands, we are permitted to follow certain
home country practices in relation to corporate governance matters in lieu of certain requirements
under Nasdaq corporate governance listing rules. These practices may afford less protection
to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance
listing standards.
●
We
are an emerging growth company within the meaning of the Securities Act and may take advantage
of certain reduced reporting requirements.
●
We
are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt
from certain provisions applicable to U.S. domestic public companies.
●
We
may lose our foreign private issuer status in the future, which could result in significant
additional costs and expenses to us.
●
We
have incurred and will continue to incur significantly increased costs and have devoted and
will continue to devote substantial management time as a result of being a public company
and the listing of our Class A Ordinary Shares on Nasdaq.
●
Nasdaq
may apply additional and more stringent criteria for our initial and continued listing since
our we plan to have a relatively small public offering and insiders will hold a large portion
of our listed securities.
●
Shares
eligible for future sale may adversely affect the market price of our Class A Ordinary Shares,
as the future sale of a substantial number of outstanding Class A Ordinary Shares in the
public marketplace could reduce the price of our Class A Ordinary Shares.
●
Our
Amended and Restated Memorandum and Articles of Association contain anti-takeover provisions
that could discourage a third party from acquiring us, which could limit our shareholders’
opportunity to sell their shares at a premium.
Corporate Information
Our principal executive office is located at
B-01-07, Gateway Corporate Suites, Gateway Kiaramas, No.1, Jalan Desa Kiara, 50480 Mont Kiara, Kuala Lumpur, Malaysia. The telephone
number of our principal executive office is +60 3 6420 1071. Our registered office in the Cayman Islands is located
at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. Our agent for service of
process in the United States is Cogency Global Inc. located at 122 E. 42
nd
Street, 18
th
Floor, New York,
New York 10168. We maintain a website at
www.meganmezanin.com
. We do not incorporate the information on our website into
this prospectus and you should not consider any information on, or that can be accessed through, our website. It is included solely as
an inactive textual reference.
8
THE OFFERING
Issuer
Megan Holdings Limited
Shares Offered by us
Up to 15,000,000 Class A Ordinary Shares at an assumed offering price of US$0.55 per Class A Ordinary Share, for gross proceeds of up to US$8,250,000
Reasonable Best Efforts Offering
We have agreed to offer and sell the Class A Ordinary Shares offered hereby directly to the purchasers. No minimum offering amount is required as a condition to closing this offering. We have engaged Prime Number Capital, LLC as our exclusive placement agent to use its reasonable best efforts to solicit offers to purchase the shares offered in this offering. The placement agent has no obligation to buy any of the shares from us or to arrange for the purchase or sale of any specific number or dollar amount of the shares offered hereby.
Lock-up:
We, our directors, executive officers and holders of 5% or greater of our Class A Ordinary Shares have agreed to enter into lock-up agreements that will restrict them from selling, transferring or otherwise disposing of any Class A Ordinary Shares for a period of six (6) months from the closing date of this offering.
Ordinary Shares outstanding immediately before this offering
1,066,700 Class A Ordinary Shares and 166,667 Class B Ordinary Shares as of the date of this prospectus
Ordinary Shares outstanding immediately after this offering
16,066,700 Class A Ordinary Shares, assuming all 15,000,000 Class A Ordinary Shares offered hereby are issued and 166,667 Class B Ordinary Shares
Voting Rights:
Holders of Class A Ordinary Shares are entitled to one (1) vote per share. Holders of Class B Ordinary Shares are entitled to fifty (50) votes per share. Holders of Class A Ordinary Shares and Class B Ordinary Shares vote together as one class on all matters submitted to a vote of our shareholders.
Listing:
Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “MGN.”
Transfer Agent:
VStock Transfer, LLC.
Risk Factors:
The securities offered by this prospectus are speculative and involve a high degree of risk. You should read the “Risk Factors” section of this prospectus and in “
Item 3. Key Information – 3.D. Risk Factors
” in our 2025 Annual Report for a discussion of factors that you should consider carefully before deciding to invest in our Class A Ordinary Shares.
Use of Proceeds:
We intend to use the net proceeds to us from this offering as follows: business ventures and acquisitions and general working capital. See “Use of Proceeds” for more information.
9
RISK FACTORS
The information required by Item 3 of this
Form F-1 is incorporated by reference from the 2025 Annual Report on Form 20-F for the fiscal year ended December 31, 2025, as filed
with the Securities and Exchange Commission on May 15, 2026. The Summary of Risk Factors can be found on page 10 of this registration
statement on Form F-1.
Risks Relating to This Offering and Our Securities
This is a reasonable best efforts offering,
no minimum number or dollar amount of Class A Ordinary Shares is required to be sold, and we may not raise the amount of capital we believe
is required for our business plans.
The placement agent has agreed to use its reasonable
best efforts to solicit offers to purchase the Class A Ordinary Shares in this offering. The placement agent has no obligation to buy
any of the Class A Ordinary Shares from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities.
There is no required minimum number of shares that must be sold as a condition to completion of this offering. Because there is no minimum
offering amount required as a condition to the closing of this offering, the actual offering amount, placement agent’s fees, and
proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth in this prospectus. We
may sell fewer than all of the shares offered hereby, which may significantly reduce the amount of proceeds received by us, and investors
in this offering will not receive a refund in the event that we do not sell a number of securities sufficient to fund our business plans.
Thus, we may not raise the amount of capital we believe is required for our operations in the short term and may need to raise additional
funds, which may not be available on terms acceptable to us or at all.
If we fail to maintain an effective system
of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence
and the market price of our Class A Ordinary Shares may be materially and adversely affected.
As a public company, we have historically had
limited accounting personnel and other resources to address all aspects of our internal controls and procedures, and we continue to enhance
our internal control over financial reporting. Our management is responsible for establishing and maintaining effective internal control
over financial reporting, and effective internal control over financial reporting is necessary for us to provide reliable financial reports
and, together with adequate disclosure controls and procedures, is designed to prevent fraud.
Our failure to implement or maintain effective
internal control over financial reporting could result in errors in our financial statements, which could result in a restatement of
our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial
information, which may result in volatility in and a decline in the market price of our Class A Ordinary Shares.
We are subject to the requirements of the Sarbanes-Oxley
Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires that we include a report of management on our internal
control over financial reporting in our annual report on Form 20-F. As a foreign private issuer and an emerging growth company, we are
not currently required to have our independent registered public accounting firm attest to the effectiveness of our internal control
over financial reporting. However, if we cease to qualify as an emerging growth company, our independent registered public accounting
firm will be required to attest to and report on the effectiveness of our internal control over financial reporting on an annual basis.
Our management may conclude that our internal
control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial
reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a
report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed,
operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, our reporting obligations place,
and will continue to place, a burden on our management, operational and financial resources and systems, and we may be unable to timely
complete our evaluation testing and any required remediation.
During the course of documenting and testing
our internal control procedures in order to satisfy the requirements of Section 404, we may identify material weaknesses and deficiencies
in our internal control over financial reporting. The Public Company Accounting Oversight Board has defined a material weakness as “a
deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.”
In addition, if we fail to maintain the adequacy
of our internal control over financial reporting as these standards are modified, supplemented or amended from time to time, we may not
be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404.
If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial
statements, fail to meet our reporting obligations and be subject to regulatory scrutiny or enforcement actions, which would likely cause
investors to lose confidence in our reported financial information. This could in turn limit our access to the capital markets, harm
our results of operations and lead to a decline in the trading price of our Class A Ordinary Shares.
10
An active trading market for the Class
A Ordinary Shares may not be maintained and the trading price for the Class A Ordinary Shares may fluctuate significantly.
We cannot assure you that a liquid public market
for the Class A Ordinary Shares will be maintained. If an active public market for the Class A Ordinary Shares is not maintained, the
market price and liquidity of the Class A Ordinary Shares may be materially and adversely affected. The public offering price for our
shares in this offering was determined by negotiation between us and the purchasers based upon several factors. We can provide no assurance
that the trading price of the Class A Ordinary Shares after this offering will not decline below the public offering price. As a result,
investors in the Class A Ordinary Shares may experience a significant decrease in the value of their Class A Ordinary Shares.
Our existing shareholders will experience
immediate dilution as a result of this offering, and any future issuance of Class A Ordinary Shares or adjustments to the offering terms
may further dilute our shareholders.
Based on an offering of 15,000,000 Class A Ordinary
Shares at an assumed offering price of US$0.55 per Class A Ordinary Share and a net tangible book value of US$14.40 per ordinary share
as of June 30, 2026, the pro forma as adjusted net tangible book value per ordinary share after the offering is expected to be approximately
US$1.55. Because the assumed offering price is below our net tangible book value per ordinary share, investors purchasing Class A Ordinary
Shares in this offering will experience an immediate increase in net tangible book value of approximately US$1.00 per share, and our existing
shareholders will experience an immediate decrease in net tangible book value of approximately US$12.85 per share. See “Dilution.”
We may not maintain the listing of our
Class A Ordinary Shares on Nasdaq which could limit investors’ ability to make transactions in our Class A Ordinary Shares and
subject us to additional trading restrictions.
Our Class A Ordinary Shares are currently listed
on the Nasdaq Stock Market. In order to maintain our listing, we must continue to satisfy Nasdaq’s continued listing requirements,
including requirements relating to minimum bid price, shareholders’ equity, market value of publicly held shares and other financial
and qualitative standards. We may be unable to meet these continued listing requirements in the future, and Nasdaq may take action to
delist our Class A Ordinary Shares if we fail to maintain compliance.
If Nasdaq were to delist our Class A Ordinary
Shares and we were unable to list our shares on another national securities exchange, we expect that our Class A Ordinary Shares could
be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences,
including a limited availability of market quotations for our Class A Ordinary Shares, reduced liquidity for our Class A Ordinary Shares,
a determination that our Class A Ordinary Shares are “penny stock,” which would require brokers trading in our shares to
adhere to more stringent rules and could result in a reduced level of trading activity in the secondary trading market for our Class
A Ordinary Shares, a limited amount of news and analyst coverage, and a decreased ability to issue additional securities or obtain additional
financing in the future.
As long as our Class A Ordinary Shares remain
listed on Nasdaq, U.S. federal law generally pre-empts state securities laws from regulating the offer and sale of our securities. However,
if our Class A Ordinary Shares were no longer listed on Nasdaq, we would be subject to regulation in each state in which we offer our
securities, which could increase our compliance costs and restrict the ability of investors to trade our Class A Ordinary Shares.
11
Our Class A Ordinary Shares may be delisted
from Nasdaq without the benefit of any compliance period if the closing bid price of our Class A Ordinary Shares falls below US$1.00,
because we effected a reverse share split within the past year.
Nasdaq Listing Rule 5550(a)(2) requires that our
Class A Ordinary Shares maintain a minimum bid price of US$1.00 per share, and a failure to meet this requirement exists if the closing
bid price is below US$1.00 for 30 consecutive business days. A company that fails to meet the minimum bid price requirement is ordinarily
afforded a 180 calendar day compliance period to regain compliance. However, under Nasdaq Listing Rule 5810(c)(3)(A)(iv), if a company’s
security fails to meet the minimum bid price requirement and the company has effected a reverse stock split over the prior one-year period,
the company is not eligible for any compliance period, and Nasdaq will instead issue a Staff Delisting Determination. On May 12, 2026,
we received a notification letter from Nasdaq indicating that we were not in compliance with the minimum bid price requirement. To regain
compliance, we effected a 1-for-30 share consolidation that became marketplace effective on the Nasdaq Capital Market on September 17,
2026, and on October 1, 2026, Nasdaq notified us that we had regained compliance. The assumed public offering price of US$0.55 per Class
A Ordinary Share is below US$1.00, and on October 19, 2026, the last reported sales price of our Class A Ordinary Shares on the Nasdaq
Capital Market was US$2.50 per share. If the closing bid price of our Class A Ordinary Shares is below US$1.00 for 30 consecutive business
days at any time before September 17, 2027, we will not be eligible for any compliance period and Nasdaq will issue a Staff Delisting
Determination with respect to our Class A Ordinary Shares.
Although we may request a hearing before a Nasdaq
Hearings Panel to appeal any such determination, and a timely request for a hearing would ordinarily stay the suspension and delisting
of our Class A Ordinary Shares pending the Hearings Panel’s decision, any exception granted by the Hearings Panel may not exceed
180 days from the date of the Staff Delisting Determination, and there can be no assurance that the Hearings Panel would grant our request
for continued listing. In addition, under Nasdaq Listing Rule 5810(c)(3)(A)(iii), if we have effected one or more reverse stock splits
over the prior two-year period with a cumulative ratio of 250 shares or more to one, we would not be eligible for any compliance period.
As a result of the 1-for-30 share consolidation, any further share consolidation at a ratio of 1-for-9 or greater effected on or before
September 17, 2028 would reach this threshold, which would limit our ability to use a further share consolidation to regain compliance.
Any further share consolidation would also require shareholder approval and may not result in a sustained increase in the market price
of our Class A Ordinary Shares. If our Class A Ordinary Shares are delisted from Nasdaq, the liquidity and market price of our Class A
Ordinary Shares could decline significantly, and we could face the other consequences described under “—We may not maintain
the listing of our Class A Ordinary Shares on Nasdaq which could limit investors’ ability to make transactions in our Class A Ordinary
Shares and subject us to additional trading restrictions.”
Nasdaq may halt trading in our Class A Ordinary
Shares on Nasdaq or delist our Class A Ordinary Shares for public interest concerns as a result of this offering.
Nasdaq Listing Rule 5101 gives Nasdaq broad discretionary
authority over the continued listing of securities on Nasdaq, and Nasdaq may use that authority to suspend or delist a security, or to
apply additional or more stringent criteria for its continued listing, based on any event, condition or circumstance that, in the opinion
of Nasdaq, makes continued listing inadvisable or unwarranted, even if the security meets all enumerated criteria for continued listing.
In addition, the SEC may suspend trading in any security for up to ten trading days under Section 12(k) of the Exchange Act if it determines
that a suspension is required in the public interest and for the protection of investors, and under IM-5101-4, which became effective
on June 3, 2026, Nasdaq may delist a security following an SEC trading suspension where Nasdaq determines that delisting is appropriate
and in the public interest. In exercising this discretion, Nasdaq may consider, among other things, the location of the company and of
any person exercising substantial influence over it, the company’s public float, the distribution and concentration of its shares
and its trading patterns, any third-party social media or similar activity intended to influence the price of or demand for its securities,
recent issuances of securities and the size of any discount to the market price, and concerns about the company’s advisors, including
its placement agents and underwriters, and their involvement in other offerings that have exhibited volatile or concerning trading.
12
The assumed public offering price of US$0.55 per
Class A Ordinary Share represents a substantial discount to the recent market price of our Class A Ordinary Shares, and the 15,000,000
Class A Ordinary Shares offered hereby represent approximately fourteen times the 1,066,700 Class A Ordinary Shares outstanding before
this offering. In February 2026, we completed a public offering of 20,750,000 Class A Ordinary Shares (on a pre-Share Consolidation basis)
at a public offering price of US$0.40 per share, representing a substantial discount to the then market price of our Class A Ordinary
Shares. In April 2026, Nasdaq requested information from us regarding that offering, including the type of offering, the manner in which
it was marketed, the extent of its distribution, the offering price and the extent to which we controlled the offering and its distribution,
and we responded to that request. The market price of our Class A Ordinary Shares has been extremely volatile, including a decline of
approximately 93% in a single trading day on March 26, 2026.
There can be no assurance that Nasdaq will not
view the terms of this offering, the distribution of the Class A Ordinary Shares sold in this offering, the trading in our Class A Ordinary
Shares following this offering, or any of the other factors described above as raising public interest concerns, or that the SEC will
not suspend trading in our Class A Ordinary Shares. Any such action could occur even if the conduct giving rise to it is that of third
parties over whom we have no control. If Nasdaq were to impose additional conditions on, suspend or delist our Class A Ordinary Shares,
or if the SEC were to suspend trading in our Class A Ordinary Shares, the liquidity and market price of our Class A Ordinary Shares could
decline significantly, and you could lose all or part of your investment.
The sale or availability for sale of substantial
amounts of the Class A Ordinary Shares could adversely affect their market price.
Sales of substantial amounts of the Class A Ordinary
Shares in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect
the market price of the Class A Ordinary Shares and materially impair our ability to raise capital through equity offerings in the future.
The Class A Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities
Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in
Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements, if any. We cannot predict what effect,
if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these shares
for future sale will have on the market price of the Class A Ordinary Shares.
The public offering price for our Class
A Ordinary Shares may not be indicative of prices that will prevail in the trading market and the market price of our Class A Ordinary
Shares has been volatile and can fluctuate substantially, which could result in substantial losses for purchasers of our Class A Ordinary
Shares in this offering.
The public offering price for our Class A Ordinary
Shares was determined by negotiations between us and the purchasers and does not bear a direct relationship to our earnings, book value,
or any other indicia of value. We cannot assure you that the market price of our Class A Ordinary Shares will not decline significantly
below the public offering price.
The market price of our Class A Ordinary Shares
has been highly volatile. Since our initial public offering that was consummated on September 29, 2025, our Class A Ordinary Shares
have traded at a low of $0.0736 to a high of $8.63 per share. Accordingly, you may be unable to sell your Class A Ordinary Shares at
or above the offering price.
13
The wide fluctuations of the market price of
our Class A Ordinary Shares may happen because of broad market and industry factors, including the performance and fluctuation of the
market prices of other companies with business operations located mainly in Malaysia that have listed their securities in the United States.
In addition to market and industry factors, the price and trading volume for the Class A Ordinary Shares may be highly volatile for factors
specific to our own operations, including the following:
●
variations
in our revenues, earnings, cash flow;
●
fluctuations
in operating metrics;
●
announcements
of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;
●
announcements
of new solutions and services and expansions by us or our competitors;
●
termination
or non-renewal of contracts or any other material adverse change in our relationship with
our key customers or strategic investors;
●
changes
in financial estimates by securities analysts;
●
detrimental
negative publicity about us, our competitors or our industry;
●
additions
or departures of key personnel;
●
release
of lockup or other transfer restrictions on our outstanding equity securities or sales of
additional equity securities;
●
regulatory
developments affecting us or our industry; and
●
potential
litigation or regulatory investigations.
If securities or industry analysts do not
publish research or reports about our business, or if they adversely change their recommendations regarding our Class A Ordinary Shares,
the market price for our Class A Ordinary Shares and trading volume could decline.
The trading market for our shares may be influenced
by research or reports that industry or securities analysts publish about our business. If one or more analysts downgrade our shares,
the market price for our shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish
reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our
shares to decline.
Because we do not expect to pay dividends
in the foreseeable future, you must rely on price appreciation of our Class A Ordinary Shares for a return on your investment.
We currently intend to retain all of our available
funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to
pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our shares as a source for any future
dividend income. Our board of Directors has complete discretion as to whether to distribute dividends, subject to certain requirements
of Malaysia law. Even if our board of Directors decides to declare and pay dividends, the timing, amount and form of future dividends,
if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the
amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors
as determined by our board of Directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend
entirely upon any future price appreciation of our Class A Ordinary Shares. There is no guarantee that our Class A Ordinary Shares will
appreciate in value after this offering or even maintain the price at which you purchased our shares. You may not realize a return on
your investment in our shares and you may even lose your entire investment.
Short selling may drive down the market
price of our Class A Ordinary Shares.
Short selling is the practice of selling shares
that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later
date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed
shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale.
As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the
publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative
market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling
of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true
or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we
would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the
relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.
14
Our management has broad discretion to
determine how to use the funds raised in this offering and may use them in ways that may not enhance our results of operations or the
price of our Class A Ordinary Shares.
We intend to use the net proceeds of this offering
as set out in “Use of Proceeds.” However, our management will have considerable discretion in the application of the net
proceeds received by us in this offering. You will not have the opportunity, as part of your investment decision, to assess whether proceeds
are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain
profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income
or that lose value.
If we are classified as a passive foreign
investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.
We are a non-U.S. corporation and, as such,
we will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either
●
At
least 75% of our gross income for the year is passive income; or
●
The
average percentage of our assets (determined at the end of each quarter) during the taxable
year that produce passive income or that are held for the production of passive income is
at least 50%.
Passive income generally includes dividends,
interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the
disposition of passive assets.
If we are determined to be a PFIC for any taxable
year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer
may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.
While we do not expect to become a PFIC, because
the value of our assets for purposes of the asset test may be determined by reference to the market price of our Class A Ordinary Shares,
fluctuations in the market price of our Class A Ordinary Shares may cause us to become a PFIC for the current or subsequent taxable years.
The determination of whether we will be or become a PFIC will also depend, in part, on the composition of our income and assets. If we
determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because
there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close
of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.
For a more detailed discussion of the application
of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Income Tax
Considerations — Passive Foreign Investment Company.”
The obligation to disclose information
publicly may put us at a disadvantage to competitors that are private companies.
We are a publicly listed company in the United
States. As a publicly listed company, we are required to file periodic reports with the SEC upon the occurrence of matters that are material
to us and our shareholders. In some cases, we will need to disclose material agreements or results of financial operations that we would
not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise
be confidential. This may give them advantages in competing with us. Similarly, as a U.S.-listed public company, we will be governed
by U.S. laws that our non-publicly traded competitors are not required to follow. To the extent compliance with U.S. laws increases our
expenses or decreases our competitiveness against such companies, our public listing could affect our results of operations.
As an exempted company incorporated in
the Cayman Islands, we are permitted to follow certain home country practices in relation to corporate governance matters in lieu of
certain requirements under Nasdaq corporate governance listing rules. These practices may afford less protection to shareholders than
they would enjoy if we complied fully with Nasdaq corporate governance listing standards.
As an exempted company incorporated in the Cayman
Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly
from the corporate governance listing requirements of Nasdaq. These practices may afford less protection to Shareholders than they would
enjoy if we complied fully with corporate governance listing requirements of Nasdaq. Following this offering, we will rely on home country
practice to be exempted from certain of the corporate governance requirements of Nasdaq, namely; (i) there will not be a necessity
to have regularly scheduled executive sessions with independent Directors; and (ii) there will be no requirement for the Company
to obtain Shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another
company; (b) equity-based compensation of officers, directors, employees or consultants: (c) a change of control; and (d) transactions
other than public offerings.
15
We are an emerging growth company within
the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
We are an “emerging growth company,”
as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies
that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply
with such auditor attestation requirements, our investors may not have access to certain information they may deem important.
The JOBS Act also provides that an emerging growth
company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise
required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay
the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take
advantage of the extended transition period, although we have adopted certain new and revised accounting standards based on transition
guidance permitted under such standards earlier. As a result of this election, our future financial statements may not be comparable
to other public companies that comply with the public company effective dates for these new or revised accounting standards.
We are a foreign private issuer within
the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
Because we are a foreign private issuer under
the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are
applicable to U.S. domestic issuers, including:
●
the
rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q
or current reports on Form 8-K with the SEC;
●
the
sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations
in respect of a security registered under the Exchange Act;
●
the
sections of the Exchange Act requiring insiders to file public reports of their share
ownership and trading activities and liability for insiders who profit from trades made in
a short period of time; and
●
the
selective disclosure rules by issuers of material non-public information under Regulation FD.
We are required to file an annual report on Form 20-F
within four months of the end of each financial year. In addition, we intend to publish our financial results on a semi-annual basis
through press releases distributed pursuant to the rules and regulations of the Nasdaq Capital Market. Press releases relating to financial
results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file
with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic
issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing
in a U.S. domestic issuer.
We may lose our foreign private issuer
status in the future, which could result in significant additional costs and expenses to us.
As discussed above, we are a foreign private
issuer under the Exchange Act, and therefore, we are not required to comply with all of the periodic disclosure and current reporting
requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business Day of
an issuer’s most recently completed second financial quarter, and, accordingly, the next determination will be made with respect
to us on June 30, 2027. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting
securities are owned by U.S. residents and (2) a majority of our Directors or executive officers are U.S. citizens or
residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign
private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer
forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal
proxy requirements, and our officers, Directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery
provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate
governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer,
we would incur significant additional legal, accounting, and other expenses that we would not otherwise incur as a foreign private issuer.
16
We have incurred and will continue to incur
significantly increased costs and have devoted and will continue to devote substantial management time as a result of being a public
company and the listing of our Class A Ordinary Shares on Nasdaq.
We have incurred and will continue to incur additional
legal, accounting, and other expenses as a public reporting company, particularly after we cease to qualify as an emerging growth company.
For example, we are required to comply with the additional requirements of the rules and regulations of the SEC and the Nasdaq rules,
including applicable corporate governance practices. We expect that compliance with these requirements will increase our legal and financial
compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel
will need to divert attention from operational and other business matters to devote substantial time to these public company requirements.
We cannot predict or estimate the number of additional costs we may incur as a result of becoming a public company or the timing of such
costs.
In addition, changing laws, regulations and standards
relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial
compliance costs, and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations,
in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines
are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher
costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving
laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s
time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and
standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice,
regulatory authorities may also initiate legal proceedings against us, and our business may be adversely affected.
We are an “emerging growth company,”
as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following
the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion,
or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that is held
by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion
in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting
and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor
attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting
and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.
After we are no longer an “emerging growth
company,” or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur
significant additional expenses and devote substantial management effort toward ensuring compliance with the requirements of Section
404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of
independent directors and adopt policies regarding internal controls and disclosure controls and procedures.
We are currently evaluating and monitoring developments
with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional
costs we may incur or the timing of such costs.
Nasdaq may apply additional and more stringent criteria for
our continued listing since our insiders hold a large portion of our listed securities.
Nasdaq Listing Rule 5101 provides Nasdaq
with broad discretionary authority over the continued listing of securities on Nasdaq and Nasdaq may use such discretion to deny continued
listing, apply additional or more stringent criteria for the continued listing of particular securities, or suspend or
delist particular securities based on any event, condition, or circumstance that exists or occurs that makes continued listing of the
securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for
continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny continued listing or to apply additional and more stringent criteria in
the instances, including: (i) where the company engaged an auditor that has not been subject to an inspection by the PCAOB, an auditor
that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately
perform the company’s audit; (ii) where the company planned a small public offering, which would result in
insiders holding a large portion of the company’s listed securities; and (iii) where the company did not demonstrate sufficient
nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or
management. Since our insiders hold a large portion of our listed securities, Nasdaq may apply additional and more stringent criteria for
our continued listing, which may cause delay or even denial of our listing application.
17
Shares eligible for future sale may adversely
affect the market price of our Class A Ordinary Shares, as the future sale of a substantial number of outstanding Class A Ordinary Shares
in the public marketplace could reduce the price of our Class A Ordinary Shares.
The market price of our Class A Ordinary Shares
could decline as a result of sales of substantial amounts of our shares in the public market, or the perception that these sales could
occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of our Class A Ordinary
Shares. All of the shares sold in the offering will be freely transferable without restriction or further registration under the Securities
Act. The remaining outstanding shares will be “restricted securities” as defined in Rule 144. These shares may be sold
without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act.
Our Amended and Restated Memorandum and
Articles of Association contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our
shareholders’ opportunity to sell their shares at a premium.
Our Amended and Restated Memorandum and Articles
of Association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control
transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium
over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar
transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue shares (including
preferred shares) and to determine the designations, powers, preferences, privileges and other rights attaching to such shares, including
dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater
than the rights associated with our Class A Ordinary Shares.
Our dual-class share structure concentrates
voting power with our principal shareholder, which will limit your ability to influence corporate matters, and we will cease to be a “controlled
company” upon completion of this offering if all of the Class A Ordinary Shares offered hereby are sold.
Each Class B Ordinary Share is entitled to fifty
(50) votes and each Class A Ordinary Share is entitled to one (1) vote. As of the date of this prospectus, SSL holds approximately 90.7%
of the aggregate voting power of our issued and outstanding ordinary shares, and we are a “controlled company” within the
meaning of Nasdaq Listing Rule 5615(c). Assuming the sale of all 15,000,000 Class A Ordinary Shares offered hereby, SSL will hold approximately
35.0% of the aggregate voting power immediately after this offering. If we sell fewer than all of the Class A Ordinary Shares offered
hereby, SSL may continue to hold a majority of the aggregate voting power and we may remain a “controlled company.” Even after
this offering, SSL will continue to have significant influence over matters requiring shareholder approval, including the election of
directors, amendments to our memorandum and articles of association and significant corporate transactions. In addition, our authorized
share capital includes 20,000,000 Class B Ordinary Shares, of which 166,667 are issued and outstanding. Our board of directors may issue
additional Class B Ordinary Shares without further shareholder approval, subject to applicable Nasdaq rules, and any such issuance would
further dilute the voting power of holders of our Class A Ordinary Shares. Upon ceasing to be a controlled company, we will be required
to comply with the Nasdaq corporate governance requirements from which controlled companies are exempt, subject to the transition periods
set forth in Nasdaq Listing Rule 5615(c)(3), including the requirements that a majority of our board of directors be independent and that
our compensation committee and nominating and corporate governance committee consist entirely of independent directors.
18
USE OF PROCEEDS
Based upon an assumed offering price of $0.55
per Class A Ordinary Share, we estimate that we will receive gross proceeds from this offering of approximately US$8,250,000, and net
proceeds of approximately US$7,418,232 after deducting placement agent fees and estimated offering expenses of approximately $831,768
payable by us. However, because this is a best-efforts offering and there is no minimum offering amount required as a condition to the
closing of this offering, the actual offering amount, and the net proceeds to us are not presently determinable and may be substantially
less than the maximum amounts set forth on the cover page of this prospectus.
We intend to use the net proceeds of this offering
as follows, and we have ordered the specific uses of proceeds in order of priority. General corporate purposes may include capital expenditures.
Description
of Use
Estimated
Amount of
Net Proceeds
Business ventures and acquisitions
60
%
General working capital
40
%
Total
100
%
We currently do not have any binding agreements,
letters of intent or definitive arrangements with respect to any specific business venture or acquisition. Our plans for new business
ventures and acquisitions are preliminary in nature and are subject to change based on market conditions, the availability of suitable
opportunities and the results of our due diligence. Accordingly, the timing, size and nature of any such transactions have not been determined
at this time, and there can be no assurance that we will complete any particular business venture or acquisition. We have not identified
any specific business venture or acquisition target.
The actual allocation of proceeds realized from
this offering will depend upon our operating revenue, cash position, our working capital requirements. We cannot currently allocate specific
percentages of the net proceeds to us from this offering that we may use for these purposes. Therefore, as of the date of this prospectus,
we cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering.
Accordingly, we will have discretion in the application of the net proceeds, and investors will be relying on our judgment regarding
the application of the proceeds of this offering. Pending our use of the net proceeds from this offering, we intend to invest the net
proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S.
government securities.
A $0.10 increase (decrease) in the assumed offering
price of US$0.55 per Class A Ordinary Share, which is the assumed offering price set forth on the cover page of this prospectus, would
increase (decrease) the net proceeds to us from this offering by approximately $1,395,000 assuming the number of Class A Ordinary Shares,
offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated offering expenses payable
by us.
19
DIVIDEND POLICY
Except as disclosed below, we have never declared
or paid any cash dividends on our Class A Ordinary Shares. We anticipate that we will retain any earnings to support operations and to
finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future.
The board of Directors may from time to time
declare dividends (including interim dividends) and distributions on shares of the Company outstanding and authorize payment of the same
out of the funds of the Company lawfully available therefor. In addition to the foregoing and subject to any rights and restrictions
for the time being attached to any shares, the Company by ordinary resolution may declare dividends (including interim dividends) and
distributions on shares of the Company, but no dividend or distribution shall exceed the amount recommended by the Directors. Under Cayman
Islands law, a Cayman Islands company may pay a dividend either out of profit or share premium account, provided that in no circumstances
may a dividend be paid if the dividend payment would result in the company being unable to pay its debts as they fall due in the ordinary
course of business. Even if our board of directors decides to pay dividends, the form, frequency, and amount will depend upon our future
operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions, and other factors that
the board of directors may deem relevant. Cash dividends on our Class A Ordinary Shares, if any, will be paid in U.S. dollars.
20
CAPITALIZATION
The following table sets forth our capitalization
as of June 30, 2026:
●
on
an actual basis;
●
on a pro forma, as adjusted basis to reflect the Authorized Share Capital
Increase approved by our shareholders on October 19, 2026; and
●
on a pro forma, as further adjusted basis to reflect the issuance and sale of 15,000,000 Class A Ordinary Shares in this offering at an assumed public offering price of US$0.55 per Class A Ordinary Share, after deducting placement agent discounts and estimated offering expenses payable by us.
The as adjusted information below is illustrative
only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us
from the offering. You should read this capitalization table in conjunction with “Use of Proceeds” appearing elsewhere in
this prospectus and the “Operating and Financial Review and Prospectus” and the audited consolidated financial statements
and the related notes for the fiscal years ended December 31, 2025, 2024 and 2023 in the report on Form 20-F filed with the SEC on May
15, 2026, and the unaudited interim condensed consolidated financial statements and the related notes for the six months ended June 30,
2026 in the report on Form 6-K furnished to the SEC on September 28, 2026.
Shareholders’ Equity
Actual
unaudited
as of
June 30,
2026
Pro Forma
as Adjusted
Pro Forma,
as Further
Adjusted
US$
US$
US$
Class A Ordinary Shares, par value US$0.003 per share and 15,000,000 shares authorized on an actual basis (par value US$0.003 per share and 180,000,000 shares authorized on a pro forma and pro forma, as further adjusted basis), 1,066,667 Class A Ordinary Shares outstanding on an actual basis, 1,066,700 Class A Ordinary Shares outstanding on a pro forma basis and 16,066,700 Class A Ordinary Shares outstanding on a pro forma, as further adjusted basis
3,263
3,263
48,263
Class B Ordinary Shares, par value US$0.003 per share and 1,666,667 shares authorized on an actual basis (par value US$0.003 per share and 20,000,000 shares authorized on a pro forma and pro forma, as further adjusted basis), 166,667 Class B Ordinary Shares outstanding on an actual basis and 166,667 Class B Ordinary Shares outstanding on a pro forma and pro forma, as further adjusted basis
510
510
510
Additional paid-in capital
10,564,347
10,564,347
17,937,579
Retained earnings
7,190,612
7,190,612
7,190,612
Equity attributable to owners of the Company
17,758,732
17,758,732
25,176,964
Non-controlling interest
2
2
2
Total Equity
17,758,734
17,758,734
25,176,966
Indebtedness
Bank loan
73,521
73,521
73,521
Lease liabilities
27,281
27,281
27,281
Amount due to a director
1,719
1,719
1,719
Total Indebtedness
102,521
102,521
102,521
Total Capitalization
17,861,255
17,861,255
25,279,487
Type of Debts
Securities
Terms of
repayments
Annual
interest
rate
Actual
Pro forma
and
Pro forma,
As adjusted
US$
US$
Bank loan
Director’s personal guarantee, a freehold property and assignment
over an insurance
10 years starting from December 2023
4.65
%
73,521
73,521
Lease Liabilities
Director’s personal guarantee
5 years starting from July 2024
3.20
%
27,281
27,281
Amount due to a director
Not secured
Repayable on demand
Nil
1,719
1,719
Total Indebtedness
102,521
102,521
21
DILUTION
If you invest in our Class A Ordinary Shares,
the net tangible book value per ordinary share attributable to your investment will differ from the public offering price you pay. Because
the assumed public offering price per Class A Ordinary Share is below our net tangible book value per ordinary share, investors purchasing
Class A Ordinary Shares in this offering will experience an immediate increase in net tangible book value per share, and our existing
shareholders will experience an immediate decrease in net tangible book value per share. Our net tangible book value attributable to shareholders
at June 30, 2026 was US$17,758,734 or approximately US$14.40 per ordinary share. Net tangible book value per ordinary share as of June
30, 2026 represents the amount of total assets less intangible assets and total liabilities, divided by the total number of ordinary shares
outstanding, comprising 1,066,667 Class A Ordinary Shares and 166,667 Class B Ordinary Shares, as adjusted to reflect the July 2026 Share
Consolidation. Our pro forma net tangible book value attributable to shareholders at June 30, 2026 was US$17,758,734 or approximately
US$14.40 per ordinary share. Pro forma net tangible book value per ordinary share as of June 30, 2026 represents the amount of total assets
less intangible assets and total liabilities, divided by the total number of ordinary shares outstanding and gives effect to the pro forma
adjustments described in “Capitalization”.
Our pro forma as adjusted net tangible book value
as of June 30, 2026 gives effect to the sale of 15,000,000 Class A Ordinary Shares upon completion of the offering at the assumed offering
price of US$0.55 per Class A Ordinary Share, after deducting placement agent fees and estimated offering expenses. Our pro forma as adjusted
net tangible book value as of June 30, 2026 will be approximately US$25,176,966, or US$1.55 per ordinary share. This represents an immediate
decrease in net tangible book value of US$12.85 per ordinary share to existing shareholders and an immediate increase in net tangible
book value of US$1.00 per ordinary share to investors purchasing Class A Ordinary Shares in this offering.
The following table sets forth the estimated
net tangible book value per ordinary share after the offering and the dilution to persons purchasing Class A Ordinary Shares based on
the foregoing offering assumptions.
Assumed offering price per Class A Ordinary Share
US$
0.55
Net tangible book value per ordinary share as of June 30, 2026
US$
14.40
Pro forma net tangible book value per ordinary share as of June 30, 2026
US$
14.40
Decrease in net tangible book value per ordinary share to existing shareholders attributable to this offering
US$
(12.85
)
Pro forma as adjusted net tangible book value per ordinary share as of June 30, 2026
US$
1.55
Immediate increase in net tangible book value per ordinary share to new investors in this offering
US$
1.00
Pro forma as adjusted net tangible book value
as of June 30, 2026, is calculated as follows:
Total assets
US$
39,766,228
Total tangible assets
US$
39,766,228
Less: Total liabilities
US$
(22,007,494
)
Net tangible book value as of June 30, 2026
US$
17,758,734
The pro forma as adjusted information as discussed
above is illustrative only. Our pro forma, as adjusted net tangible book value following the completion of this offering is subject to
adjustment based on the actual number of Class A Ordinary Shares sold in this offering and the actual offering price of our Class A Ordinary
Shares and other terms of this offering determined at the pricing.
Each $0.10 increase (decrease) in the assumed
public offering price of $0.55 per Class A Ordinary Share would increase (decrease) the pro forma as adjusted net tangible book value
per ordinary share after this offering by approximately $0.09, and would decrease (increase) the immediate increase in net tangible book
value per share to new investors purchasing Class A Ordinary Shares in this offering by approximately $0.01, assuming the number of Class
A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting placement agent
fees and estimated offering expenses payable by us.
If we only sell 75%, 50% or 25% of the maximum
offering amount, our pro forma as adjusted net tangible book value per ordinary share after this offering would be approximately $1.86,
$2.44 or $3.90, respectively, and the immediate increase in net tangible book value per share to new investors purchasing Class A Ordinary
Shares in this offering would be approximately $1.31, $1.89 or $3.35, respectively, assuming fixed offering expenses of approximately
$254,268.
22
DESCRIPTION OF SHARE CAPITAL
The following description of our share capital
and provisions of our Amended and Restated Memorandum and Articles of Association are summaries and do not purport to be complete. Reference
is made to our Amended and Restated Memorandum and Articles of Association, copies of which are filed as an exhibit to the registration
statement of which this prospectus is a part (and which is referred to in this section as, respectively, the “memorandum”
and the “articles”).
We were incorporated as an exempted company with
limited liability under the Companies Act on December 7, 2022. A Cayman Islands exempted company:
●
is
a company that conducts its business mainly outside the Cayman Islands;
●
is
prohibited from trading in the Cayman Islands with any person, firm or corporation except
in furtherance of the business of the exempted company carried on outside the Cayman Islands
(and for this purpose can effect and conclude contracts in the Cayman Islands and exercise
in the Cayman Islands all of its powers necessary for the carrying on of its business outside
the Cayman Islands);
●
does
not have to hold an annual general meeting;
●
does
not have to make its register of members open to inspection by shareholders of that company;
●
may
obtain an undertaking against the imposition of any future taxation;
●
may
register by way of continuation in another jurisdiction and be deregistered in the Cayman
Islands;
●
may
register as a limited duration company; and
●
may
register as a segregated portfolio company.
Class A Ordinary Shares
As of the date of this prospectus, our authorized
share capital is US$600,000 divided into 200,000,000 shares of a par value of US$0.003 each, comprising (a) 180,000,000 class A ordinary
shares of a par value of US$0.003 each and (b) 20,000,000 class B ordinary shares of a par value of US$0.003 each.
Subject to the provisions of the Amended and Restated
Memorandum and Articles of Association relating to shares, the shares shall be at the disposal of the Directors and they may (subject
to the provisions of the Companies Act) allot, issue, grant options over or otherwise dispose of shares of the Company (including fractions
of a share) with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return
of capital or otherwise and to such persons, at such times and on such other terms as they think proper, but so that no share shall be
issued at a discount, except in accordance with the provisions of the Companies Act, and so that in the case of shares offered to the
public for subscription the amount payable on application on each share shall not be less than such percentage of the nominal amount of
the share as shall be determined by the Directors.
At the completion of this offering, there will
be 16,066,700 Class A Ordinary Shares issued and outstanding, assuming all 15,000,000 Class A Ordinary Shares offered hereby are sold
held by at least 300 unrestricted round lot shareholders and beneficial owners which is the minimum requirement by the Nasdaq Capital
Market. Class A Ordinary Shares sold in this offering will be delivered against payment from the investor upon the closing of the offering
in New York, New York, on or about [*], 2026.
Listing
Our Class A Ordinary Shares are listed on the
Nasdaq Capital Market under the symbol “MGN”.
Transfer Agent and Registrar
The transfer agent and registrar for our Class
A Ordinary Shares is Vstock Transfer, at 18 Lafayette Pl, Woodmere, NY 11598, USA.
23
Dividends
The Directors may from time to time declare dividends
(including interim dividends) and distributions on shares of the Company outstanding and recognize payment of the same out of the funds
of the Company lawfully available therefor. In addition to the foregoing and subject to any rights and restrictions for the time being
attached to any shares, the Company by ordinary resolution may declare dividends (including interim dividends) and distributions on shares
of the Company, but no dividend or distribution shall exceed the amount recommended by the Directors.
Under Cayman Islands law, a Cayman Islands company
may pay a dividend either out of profit or share premium account, provided that in no circumstances may a dividend be paid if the dividend
payment would result in the company being unable to pay its debts as they fall due in the ordinary course of business. The Directors
may declare that any dividend or distribution may be paid either wholly or partly by the distribution of specific assets and, in particular,
of paid-up shares or debentures of any other company or in any one or more of such ways.
No dividend shall bear interest against the Company.
Voting Rights
Holders of Class A Ordinary Shares and Class
B Ordinary Shares vote together as one class on all resolutions submitted to a vote by the shareholders. Each Class A Ordinary Share
entitles the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary
Share entitles the holder thereof to fifty (50) votes on all matters subject to vote at general meetings of the Company. At any general
meeting, a resolution put to the vote of the meeting shall be decided on a poll. In the case of an equality of votes, the chairman of
the meeting shall be entitled to a second or casting vote.
Each Class B Ordinary Share is convertible into
one (1) Class A Ordinary Share at any time at the option of the holder thereof by written notice to the Company. Class A Ordinary Shares
are not convertible into Class B Ordinary Shares under any circumstances. The creation of any pledge, charge or other encumbrance over
Class B Ordinary Shares will not trigger automatic conversion unless and until it is enforced and results in a third party holding legal
title to the relevant shares. Save for voting and conversion rights, the Class A Ordinary Shares and Class B Ordinary Shares rank pari
passu and have the same rights, preferences, privileges and restrictions.
An ordinary resolution to be passed by the shareholders
requires the affirmative vote of a simple majority of the votes cast of such members of the Company as, being entitled to do so, vote
in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representatives, at a general
meeting held in accordance with the memorandum and articles of association and includes a written resolution passed pursuant to the memorandum
and articles of association. A resolution is a special resolution when (a) it has been passed by a majority of at least two-thirds
of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice
specifying the intention to propose the resolution as a special resolution has been duly given, except that a company may in its articles
of association specify that the required majority shall be a number greater than two-thirds, and may additionally so provide that any
such majority (being not less than two-thirds) may differ as between matters required to be approved by a special resolution; or (b) if
so authorized by its articles of association, it has been approved in writing by all of the members entitled to vote at a general meeting
of the company in one or more instruments each signed by one or more of the members aforesaid, and the effective date of the special
resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed. A
special resolution will be required for important matters such as a change of name or making changes to the memorandum and articles of
association.
Variation of Rights of Shares
If at any time the share capital of the Company
is divided into different classes of shares, the rights attached to any class may, subject to any rights or restrictions for the time
being attached to any class, only be materially and adversely varied with the consent in writing of the holders of two-thirds of the issued
shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
The rights of the holders of shares shall not be deemed to be materially and adversely varied by the creation or issue of shares with
preferred or other rights, including the creation of shares with enhanced or weighted voting rights.
The rights conferred upon the holders of the
shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares
of that class, be deemed not to be varied by the creation or issue of further shares ranking pari passu therewith.
24
Alteration of Share Capital
Subject to the Cayman Companies Act, we may,
by ordinary resolution:
(a)
increase the
share capital by such amount as the Company in general meeting may determine, provided that
if the Company has no shares of a fixed amount it may increase its share capital by such
number of shares without nominal or par value or may increase the aggregate consideration
for which such shares may be issued;
(b)
consolidate
and divide all or any of our share capital into shares of larger amount than our existing
shares;
(c)
divide its shares into several classes and attach thereto respectively
any preferential, deferred, qualified or special rights, privileges, conditions or restrictions;
(d)
by subdivision
of its existing shares or any of them divide the whole or any part of its share capital into
shares of smaller amount than is fixed by the memorandum and articles of association provided
that the proportion of any amounts unpaid on the shares shall remain unchanged;
(e)
cancel any
shares that at the date of the passing of the resolution have not been taken or agreed to
be taken by any person and diminish its share capital by the amount such cancelled shares,
provided that if the Company has no shares of a fixed amount it may diminish the number of
shares into which its capital is divided.
Without prejudice to the rights pertaining to
redemption and repurchase of shares and subject to the provisions of the Companies Act, the Company may by special resolution reduce
its share capital and any capital redemption reserve fund.
Pre-emption Rights
Our Amended and Restated Memorandum and Articles
of Association do not contain any provisions relating to pre-emption rights and there are no statutory rights of pre-emption under Cayman
Islands law.
Forfeiture or Surrender of Shares
If a shareholder fails to pay any call or instalment
of a call or to make any payment required by the terms of issue on the day appointed for payment thereof, the Directors may, at
any time thereafter during such time as any part of the call, instalment or payment remains unpaid, give notice requiring payment of
so much of the call, instalment or payment as is unpaid, together with any interest which may have accrued and all expenses that have
been incurred by the Company by reason of such non-payment. Such notice shall name a day (not earlier than the expiration of fourteen days
from the date of giving of the notice) on or before which the payment required by the notice is to be made, and shall state that, in
the event of non-payment at or before the time appointed the shares in respect of which such notice was given will be liable to be forfeited.
If the requirements of any such notice as aforesaid
are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required
by the notice has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends
declared in respect of the forfeited share and not actually paid before the forfeiture.
A forfeited share may be sold or otherwise disposed
of on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled
on such terms as the Directors think fit.
A person whose shares have been forfeited shall
cease to be a shareholder in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all monies
which, at the date of forfeiture were payable by him to the Company in respect of the shares together with interest thereon, but his
liability shall cease if and when the Company shall have received payment in full of all monies whenever payable in respect of the shares.
A certificate in writing under the hand of one
Director or the secretary of the Company that a share in the Company has been duly forfeited on a date stated in the declaration shall
be conclusive evidence of the fact therein stated as against all persons claiming to be entitled to the share. The Company may receive
the consideration given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person
to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share and shall not be bound to see
to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, sale or disposal of the share.
The provisions of the Amended and Restated Memorandum
and Articles of Association as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share,
becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium as if the same had been payable
by virtue of a call duly made and notified.
25
Share Premium Account
The Company may upon the recommendation of the
directors by ordinary resolution authorise the directors to capitalise any sum standing to the credit of any of the Company’s reserve
accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account
or otherwise available for distribution and to appropriate such sum to shareholders in the proportions in which such sum would have been
divisible amongst them had the same been a distribution of profits by way of dividend and to apply such sum on their behalf in paying
up in full unissued shares for allotment and distribution credited as fully paid up to and amongst them in the proportion aforesaid.
Redemption and Purchase of Own Shares
Subject to the provisions of the Companies Act
and the Amended and Restated Memorandum and Articles of Association, shares may be issued on the terms that they are to be redeemed or
are liable to be redeemed at the option of the Company or the holder, on such terms and in such manner as may be determined by the board
of directors before the issue of such shares.
Subject to the provisions of the Companies Act
and the Amended and Restated Memorandum and Articles of Association, the Company may purchase its own shares (including any redeemable
shares) on such terms and in such manner as have been approved by the board of directors or are otherwise authorized by the Amended and
Restated Memorandum and Articles of Association, and may make payment in respect of such purchase in any manner permitted by the Companies
Act, including out of capital.
Transfer of Shares
Provided that a transfer of Class A Ordinary
Shares complies with applicable rules of the Nasdaq Capital Market, a shareholder may transfer Class A Ordinary Shares to another person
by completing an instrument of transfer in a common form or, with respect to Class A Ordinary Shares, in a form prescribed by Nasdaq,
or in any other form approved by the directors:
Where the Class A Ordinary Shares in question
are not listed on or subject to the rules of the Nasdaq Capital Market, our board of directors may, in its absolute discretion, decline
to register any transfer of any ordinary share without assigning any reason therefor.
If our directors refuse to register a transfer,
they are required, within two months after the date such refusal, to send to each of the transferor and the transferee notice of
such refusal.
The registration of transfers may, on 14 calendar days’
notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and our register of members closed
at such times and for such periods as our board of directors may from time to time determine. The registration of transfers, however,
may not be suspended, and the register may not be closed, for more than 30 days in any year.
Inspection of Books and Records
Holders of our Class A Ordinary Shares will have
no general right under Cayman Islands law to inspect or obtain copies of our register of members or our corporate records (save for our
register of mortgages and charges, our memorandum and articles of association and special resolutions of our shareholders). Under Cayman
Islands law, the names of current directors of our Company can be obtained from a search conducted at the Registrar of Companies in the
Cayman Islands.
General Meetings
As a Cayman Islands exempted company, we are
not obligated by the Cayman Companies Act to call shareholders’ annual general meetings; accordingly, we may, but shall not be
obliged to, in each year hold a general meeting as an annual general meeting. Any annual general meeting held shall be held at such time
and place as may be determined by our board of directors. All general meetings other than annual general meetings shall be called extraordinary
general meetings.
26
The chairman or a majority of the directors may
call general meetings, and they shall on the requisition of shareholders holding at the date of deposit of the requisition shares which
carry in aggregate not less than one-tenth of the total number of votes attaching to all issued and outstanding shares that as at the
date of the deposit carry the right to vote at general meetings of the Company, forthwith proceed to convene an extraordinary general
meeting of the Company. Any such requisition must state the objects of the meeting, must be signed by the requisitionists and must be
deposited at the registered office of the Company. If there are no directors as at the date of the deposit of the requisition, or if the
directors do not within twenty-one days from the date of the deposit of the requisition duly proceed to convene a general meeting to be
held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights
of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months
after the expiration of the said twenty-one days.
Subject to the provisions of the Companies Act
relating to special resolutions, five days’ notice at the least (exclusive of the day on which the notice is served or
deemed to be served but inclusive of the day for which the notice is given) specifying the place, the day and the hour of the
general meeting and the general nature of the business shall be given in the manner hereinafter provided, or in such other manner (if
any) as may be prescribed by the Company in general meeting, to such persons as are, under the Amended and Restated Memorandum and Articles
of Association, entitled to receive such notices from the Company. The notice convening a meeting to pass a special resolution shall specify
the intention to propose the resolution as a special resolution.
Notwithstanding that a meeting of the Company
is called by shorter notice than that referred to in the Amended and Restated Memorandum and Articles of Association, it shall be deemed
to have been duly convened if it is so agreed (a) in the case of an annual general meeting, by all the shareholders (or their proxies)
entitled to attend and vote thereat; and (b) in the case of an extraordinary general meeting, by holders of two-thirds of the shareholders
having a right to attend and vote at the meeting.
No business except for the appointment of a chairman
for the meeting shall be transacted at any general meeting unless a quorum of shareholders is present at the time when the meeting proceeds
to business. One or more shareholders holding shares which carry in aggregate (or representing by proxy) not less than a majority of all
votes attaching to all shares in issue and entitled to vote at such general meeting, present in person or by proxy or (in the case of
a shareholder being a corporation) by its duly authorized representative, shall be a quorum for all purposes. If within half an hour from
the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.
If within half an hour from the time appointed
for the meeting a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved and in any
other case it shall stand adjourned to the same day in the next week at the same time and place or to such other time or such other
place as the Directors may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed
for the meeting the shareholders present shall be a quorum and may transact the business for which the meeting was called.
The chairman may, with the consent of any general
meeting duly constituted, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but
no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment
took place. When a general meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case
of an original meeting; save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted
at an adjourned general meeting.
At any general meeting, a resolution put to the
vote of the meeting shall be decided by poll. The result of the poll shall be deemed to be the resolution of the meeting.
27
If a poll is duly demanded it shall be taken
in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll
was demanded.
In the case of an equality of votes, the chairman
of the meeting shall be entitled to a second or casting vote.
Directors
Unless otherwise determined by the Company in
general meeting, the number of Directors shall not be less than two, the exact number of Directors to be determined from time to time
by the board of directors.
A director may be appointed by ordinary resolution
or by the directors. Any appointment may be to fill a vacancy or as an additional director.
The directors shall be entitled to such remuneration
as the directors may determine.
A director is not required to hold any shares
in the Company by way of qualification.
Our Amended and Restated Memorandum and Articles
of Association do not contain term limits for director appointments.
A director may be removed by ordinary resolution.
A director may at any time resign or retire from
office by giving us notice in writing. Unless the notice specifies a different date, the director shall be deemed to have resigned on
the date that the notice is delivered to us.
Subject to the provisions of the Amended and
Restated Memorandum and Articles of Association, the office of a director shall be vacated if the director:
(a)
becomes bankrupt
or makes any arrangement or composition with his creditors;
(b)
dies or is
found to be or becomes of unsound mind;
(c)
resigns his
office by notice in writing to the Company;
(d)
without special
leave of absence from the Board, is absent from meetings of the Board for three consecutive
meetings and the Board resolves that his office be vacated;
(e)
is prohibited
by law from being a director; or
(f)
is removed
from office pursuant to any other provision of the Articles.
Each of the compensation committee and the nominating
and corporate governance committee shall consist of at least three directors and the majority of the committee members shall be independent
within the meaning of Section 5605(a)(2) of the Nasdaq listing rules. The audit committee shall consist of at least three directors,
all of whom shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq listing rules and will meet the criteria
for independence set forth in Rule 10A-3 or Rule 10C-1 of the Exchange Act.
Powers and Duties of Directors
Subject to the provisions of the Cayman Companies
Act and our Amended and Restated Memorandum and Articles of Association, our business shall be managed by the directors, who may exercise
all our powers. No prior act of the directors shall be invalidated by any subsequent alteration of our memorandum or articles of association.
To the extent allowed by the Cayman Companies Act and applicable law, however, shareholders may by special resolution validate any prior
or future act of the directors which would otherwise be in breach of their duties.
The directors from time to time and at any time
may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to
be members of such committees or local boards or any managers or agents and may fix their remuneration.
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The Directors from time to time and at any time
may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested
in the Direct41ecognizeay authorise the members for the time being of any such local board, or any of them to fill up any vacancies therein
and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions
as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation,
but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
The directors may from time to time and at any
time by powers of attorney appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the directors,
to be the attorney or attorneys of the Company for such purpose and with such powers, authorities and discretions (not exceeding those
vested in or exercisable by the directors under our articles) and for such period and subject to such conditions as they may think fit,
and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorneys
as the directors may think fit and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions
vested in him.
The directors may exercise all the powers of
the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue
debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company
or of any third party.
No Director or officer of the Company shall be
disqualified by his office from holding any office or place of profit under the Company or under any company in which the Company shall
be a member or otherwise interested, or from contracting or dealing with the Company either as vendor, purchaser or otherwise, nor shall
any such contract, or any contract or arrangement entered into by or on behalf of the Company in which any Director or officer shall
be in any way interested, be avoided, nor shall any Director or officer be liable to account to the Company for any profit arising from
any such office or place of profit or realized by any such contract or arrangement by reason only of such Director or officer holding
that office or of the fiduciary relations thereby established, but it is declared that the nature of his interest must be disclosed by
him at the meeting of the Directors at which the contract or arrangement is taken into consideration if his interest then exists, or
in any other case at the first meeting of the Directors after the acquisition of his interest. A general notice of disclosure or otherwise
contained in the minutes of the meeting that a Director or officer is a member of any specified firm or company, and is to be regarded
as interested in all transactions with that firm or company, shall be a sufficient disclosure as regards such Director or officer and
the said transactions, and after such general notice it shall not be necessary for such Director or officer to give a special notice
relating to any particular transaction with that firm or company.
Capitalization of Profits
Subject to the Companies Act, the directors may
resolve to capitalize any sum standing to the credit of any of the Company’s reserves (including share premium account, capital
redemption reserve and profit and loss account) which is available for distribution, appropriate such sum to shareholders in proportion
to the nominal amount of shares held by them and apply such sum on their behalf in paying up amounts unpaid on their shares or in paying
up in full unissued shares or debentures to be allotted to them credited as fully paid. The directors may also resolve to capitalize such
reserves in paying up in full unissued shares to be allotted and issued to employees (including directors) or service providers of the
Company or its affiliates, or to any trustee or administrator, under any share incentive scheme or employee benefit scheme adopted or
approved by the directors or shareholders. The directors may make such arrangements as they think fit to resolve any difficulty arising
in the distribution of a capitalized reserve, including in relation to fractions, and may authorize any person to enter into an agreement
with the Company on behalf of all the shareholders concerned, which shall be effective and binding on all such shareholders.
Liquidation Rights
If the Company shall be wound up the liquidator
may, with the sanction of a special resolution of the Company and any other sanction required by the Companies Act, divide amongst the
members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind
or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such
division shall be carried out as between the shareholders or different classes of shareholders. The liquidator may with the like sanction,
vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with
the like sanction, shall think fit, but so that no shareholder shall be compelled to accept any shares or other securities whereon there
is any liability.
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The directors have the authority to present a
petition for our winding up to the Grand Court of the Cayman Islands on our behalf without the sanction of a resolution passed at a general
meeting.
Register of Members
Under the Cayman Companies Act, we must keep
a register of members and there should be entered therein:
●
the
names and addresses of the members of the company, a statement of the shares held by each
member, which: distinguishes each share by its number (so long as the share has a number);
confirms the amount paid, or agreed to be considered as paid, on the shares of each member;
confirms the number and category of shares held by each member; and confirms whether each
relevant category of shares held by a member carries voting rights under the memorandum and
articles of association, and if so, whether such voting rights are conditional;
●
the
date on which the name of any person was entered on the register as a member; and
●
the
date on which any person ceased to be a member.
For these purposes, “voting rights”
means rights conferred on shareholders, including the right to appoint or remove directors, in respect of their shares to vote at general
meetings of the company on all or substantially all matters. A voting right is conditional where the voting right arises only in certain
circumstances.
Under the Cayman Companies Act, the register
of members of our Company is prima facie evidence of the matters set out therein (that is, the register of members will raise a presumption
of fact on the matters referred to above unless rebutted) and a shareholder registered in the register of members is deemed as a matter
of the Cayman Companies Act to have legal title to the shares as set against its name in the register of members. Upon the completion
of this offering, the register of members will be immediately updated to record and give effect to the issuance of shares by us to the
custodian or its nominee. Once our register of members has been updated, the shareholders recorded in the register of members will be
deemed to have legal title to the shares set against their name.
If the name of any person is incorrectly entered
in or omitted from our register of members, or if there is any default or unnecessary delay in entering on the register the fact of any
person having ceased to be a shareholder of our company, the person or shareholder aggrieved (or any shareholder of our Company or our
Company itself) may apply to the Grand Court of the Cayman Islands for an order that the register be rectified, and the Court may either
refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.
Differences in Corporate Law
The Cayman Companies Act is derived, to a large
extent, from the older Companies Acts of England and Wales but does not follow recent United Kingdom statutory enactments, and accordingly
there are significant differences between the Cayman Companies Act and the current Companies Act of England and Wales. In addition,
the Cayman Companies Act differs from laws applicable to United States corporations and their shareholders.
Mergers and Similar Arrangements
The Cayman Companies Act permits mergers and
consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes,
(a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property,
and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of
two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies
to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve
a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each
constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles
of association. The plan must be filed with the Registrar of Companies together with a declaration as to the solvency of the consolidated
or surviving company, a list of the assets and liabilities of each constituent company, and an undertaking that a copy of the certificate
of merger or consolidation will be given to the shareholders and creditors of each constituent company and that notification of the merger
or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which
is effected in compliance with these statutory procedures.
30
A merger between a Cayman Islands parent company
and its Cayman Islands subsidiaries or subsidiaries does not require authorization by a resolution of shareholders. For this purpose,
a subsidiaries is a company of which at least 90% of the issued shares entitled to vote are owned by the parent company.
The consent of each holder of a fixed or floating
security interest of a constituent company is required unless this requirement is waived by a court in the Cayman Islands.
Except in certain limited circumstances, a dissenting
shareholder of a Cayman Islands constituent company is entitled to payment of the fair value of his or her shares upon dissenting from
a merger or consolidation. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any other
rights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek relief on the grounds
that the merger or consolidation is void or unlawful.
In addition, there are statutory provisions that
facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each
class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value
of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting,
or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand
Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought
not to be approved, the court can be expected to approve the arrangement if it determines that:
(a)
the statutory
provisions as to the required majority vote have been met;
(b)
the shareholders
have been fairly represented at the meeting in question and the statutory majority are acting
bona fide without coercion of the minority to promote interests adverse to those of the class;
(c)
the arrangement
is such that may be reasonably approved by an intelligent and honest man of that class acting
in respect of his interest; and
(d)
the arrangement
is not one that would more properly be sanctioned under some other provision of the Cayman
Companies Act.
When a takeover offer is made and accepted by
holders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration
of such four-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection
can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved
unless there is evidence of fraud, bad faith or collusion.
If an arrangement and reconstruction is thus
approved, or if a takeover offer is made and accepted, a dissenting shareholder would have no rights comparable to appraisal rights,
which would otherwise ordinarily be available to dissenting shareholders, providing rights to receive payment in cash for the judicially
determined value of the shares.
Shareholders’ Suits
In principle, we will normally be the proper
plaintiff to sue for a wrong done to us as a company, and as a general rule, a derivative action may not be brought by a minority shareholder.
However, based on English law authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman
Islands courts can be expected to follow and apply the common law principles (namely the rule in
Foss v. Harbottle
and
the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions
in the name of the company to challenge:
(a)
an act which
is illegal or ultra vires with respect to the company and is therefore incapable of ratification
by the shareholders;
31
(b)
an act which,
although not ultra vires, requires authorization by a qualified (or special) majority (that
is, more than a simple majority) which has not been obtained; and
(c)
an act which
constitutes a “fraud on the minority” where the wrongdoers are themselves in
control of the company.
Indemnification of Directors and Executive
Officers and Limitation of Liability
The Cayman Islands law does not limit the extent
to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any
such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil
fraud or the consequences of committing a crime. Our Amended and Restated Memorandum and Articles of Association provide that every Director
(including any alternate Director), Secretary, assistant Secretary, or other officer for the time being and from time to time of the
Company (but not including the Company’s auditors) and the personal representatives of the same shall be indemnified and secured
harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such person,
other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of the Company’s
business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities
or discretions, including any costs, expenses, losses or liabilities incurred by such person in defending (whether successfully or otherwise)
any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.
To the extent permitted by law, we may make a
payment, or agree to make a payment, whether by way of advance, loan, or otherwise, for any legal costs incurred by an existing or former
director (including alternate director), secretary, or any of our officers in respect of any matter identified in above on condition
that the director (including alternate director), secretary, or officer must repay the amount paid by us to the extent that it is ultimately
found not liable to indemnify the director (including alternate director), the secretary, or that officer for those legal costs.
Anti-Takeover Provisions in Our Articles
Some provisions of our Amended and Restated Memorandum
and Articles of Association may discourage, delay, or prevent a change in control of our company or management that shareholders may
consider favorable, including provisions that authorize our board of directors to issue shares at such times and on such terms and conditions
as the board of directors may decide without any further vote or action by our shareholders.
Under the Cayman Companies Act, our directors
may only exercise the rights and powers granted to them under our memorandum and articles of association for what they believe in good
faith to be in the best interests of our company and for a proper purpose.
Directors’ Fiduciary Duties
As a matter of Cayman Islands law, a director
owes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The
Cayman Companies Act imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified,
however the courts of the Cayman Islands have held that a director owes the following fiduciary duties (a) a duty to act in what
the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes
they were conferred, (c) a duty to avoid fettering his or her discretion in the future, and (d) a duty to avoid conflicts of
interest and of duty. The common law duties owed by a director are those to act with skill, care, and diligence that may reasonably be
expected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act
with the skill, care, and diligence in keeping with a standard of care commensurate with any particular skill they have which enables
them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure
compliance with our memorandum and articles of association, as amended and restated from time to time. We have the right to seek damages
if a duty owed by any of our directors is breached.
32
Shareholder Proposals
The Cayman Companies Act provides shareholders with only limited rights
to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However,
these rights may be provided in a company’s memorandum and articles of association. Our Amended and Restated Memorandum and Articles
of Association provide that the directors shall, on the requisition of shareholders holding at the date of the deposit of the requisition
shares which carry in aggregate not less than one-tenth of the total number of votes attaching to all issued and outstanding shares that
as at the date of the deposit carry the right to vote at general meetings of the Company, forthwith proceed to convene an extraordinary
general meeting of the Company. The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited
at the registered office of the Company. If the directors do not within twenty-one days from the date of the deposit of the requisition
duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing
more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall
not be held after the expiration of three months after the expiration of the said twenty-one days.
Cumulative Voting
As permitted under the Cayman Companies Act,
our Amended and Restated Memorandum and Articles of Association do not provide for cumulative voting.
Removal of Directors
Subject to the provisions of our Amended and
Restated Memorandum and Articles of Association (which include the removal of a director by ordinary resolution), the office of a director
shall be vacated if the director: (a) becomes bankrupt or makes any arrangement or composition with his creditors; (b) dies
or is found to be or becomes of unsound mind; (c) resigns his office by notice in writing to the Company; (d) without special leave of
absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves that his office be
vacated; (e) is prohibited by law from being a director; or (f) is removed from office pursuant to any other provision of the
Articles.
Transactions with Interested Shareholders
Although the Cayman Companies Act does not regulate
transactions between a company and its significant shareholders, under Cayman Islands law such transactions must be entered into bona
fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority
shareholders.
Dissolution; Winding Up
Under the Cayman Companies Act and our Amended
and Restated Memorandum and Articles of Association, the Company may be wound up by a special resolution of our shareholders, or if the
winding up is initiated by our board of directors, by either a special resolution of our members or, if our company is unable to pay its
debts as they fall due, by an ordinary resolution of our members. In addition, a company may be wound up by an order of the courts of
the Cayman Islands. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion
of the court, just and equitable to do so.
Variation of Rights of Shares
Under the Cayman Companies Act and our Amended
and Restated Memorandum and Articles of Association, if at any time the share capital is divided into different classes of shares, the
rights attached to any class may, subject to any rights or restrictions for the time being attached to any class, only be materially and
adversely varied with the consent in writing of the holders of two-thirds of the issued shares of that class, or with the sanction of
a special resolution passed at a separate general meeting of the holders of the shares of that class.
Amendment of Governing Documents
Under the Cayman Companies Act, our memorandum
and articles of association may only be amended by special resolution of our shareholders.
33
Anti-money Laundering — Cayman
Islands
In order to comply with legislation or regulations
aimed at the prevention of money laundering, we may be required to adopt and maintain anti-money laundering procedures and may require
subscribers to provide evidence to verify their identity. Where permitted, and subject to certain conditions, we may also delegate the
maintenance of our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.
We reserve the right to request such information
as is necessary to verify the identity of a subscriber. In the event of delay or failure on the part of the subscriber in producing any
information required for verification purposes, we may refuse to accept the application, in which case any funds received will be returned
without interest to the account from which they were originally debited.
We also reserve the right to refuse to make any
redemption payment to a shareholder if our directors or officers suspect or are advised that the payment of redemption proceeds to such
shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction,
or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable
jurisdiction.
If any person resident in the Cayman Islands
knows or suspects or has reason for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism
or terrorist property and the information for that knowledge or suspicion came to their attention in the course of their business in
the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion
to (i) a nominated officer (appointed in accordance with the Proceeds of Crime Act (Revised) of the Cayman Islands) or the Financial
Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (Revised), if the disclosure relates to criminal conduct
or money laundering or (ii) to a police constable or a nominated officer (pursuant to the Terrorism Act (Revised) of the Cayman
Islands) or the Financial Reporting Authority, pursuant to the Terrorism Act (Revised), if the disclosure relates to involvement with
terrorism or terrorist financing and terrorist property. Such a report shall not be treated as a breach of confidence or of any restriction
upon the disclosure of information imposed by any enactment or otherwise.
Data Protection in the Cayman Islands — Privacy
Notice
This privacy notice explains the manner in which
we collect, process, and maintain personal data about investors of the Company pursuant to the Data Protection Act, 2021 of the Cayman
Islands, as amended from time to time and any regulations, codes of practice, or orders promulgated pursuant thereto (the “DPL”).
We are committed to processing personal data
in accordance with the DPL. In our use of personal data, we will be characterized under the DPL as a “data controller,”
whilst certain of our service providers, affiliates, and delegates may act as “data processors” under the DPL. These
service providers may process personal information for their own lawful purposes in connection with services provided to us.
By virtue of your investment in the Company,
we and certain of our service providers may collect, record, store, transfer, and otherwise process personal data by which individuals
may be directly or indirectly identified.
Your personal data will be processed fairly and
for lawful purposes, including (a) where the processing is necessary for us to perform a contract to which you are a party or for
taking pre-contractual steps at your request, (b) where the processing is necessary for compliance with any legal, tax, or regulatory
obligation to which we are subject, or (c) where the processing is for the purposes of legitimate interests pursued by us or by
a service provider to whom the data are disclosed. As a data controller, we will only use your personal data for the purposes for
which we collected it. If we need to use your personal data for an unrelated purpose, we will contact you.
We anticipate that we will share your personal
data with our service providers for the purposes set out in this privacy notice. We may also share relevant personal data where
it is lawful to do so and necessary to comply with our contractual obligations or your instructions or where it is necessary or desirable
to do so in connection with any regulatory reporting obligations. In exceptional circumstances, we will share your personal data
with regulatory, prosecuting, and other governmental agencies or departments, and parties to litigation (whether pending or threatened),
in any country or territory including to any other person where we have a public or legal duty to do so (e.g. to assist with detecting
and preventing fraud, tax evasion, and financial crime or compliance with a court order).
34
Your personal data shall not be held by the Company
for longer than necessary with regard to the purposes of the data processing.
We will not sell your personal data. Any transfer
of personal data outside of the Cayman Islands shall be in accordance with the requirements of the DPA. Where necessary, we will
ensure that separate and appropriate legal agreements are put in place with the recipient of that data. The Company will only transfer
personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information
security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss,
destruction or damage to the personal data.
In our use of this personal data, we will be
characterized as a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive
this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the
DPA or may process personal information for their own lawful purposes in connection with services provided to us.
We may also obtain personal data from other public
sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected
with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature,
nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account
details, source of funds details and details relating to the shareholder’s investment activity.
We will only transfer personal data in accordance
with the requirements of the DPL and will apply appropriate technical and organizational information security measures designed to protect
against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction, or damage to the personal
data.
If you are a natural person, this will affect
you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships)
that provides us with personal data on individuals connected to you for any reason in relation to your investment into the Company, this
will be relevant for those individuals and you should inform such individuals of the content.
You have certain rights under the DPL, including
(a) the right to be informed as to how we collect and use your personal data (and this privacy notice fulfils our obligation in
this respect), (b) the right to obtain a copy of your personal data, (c) the right to require us to stop direct marketing,
(d) the right to have inaccurate or incomplete persIl data corrected, (e) the right to withdraw your consent and require us
to stop processing or restrict the processing, or not begin the processing of your personal data, (f) the right to be notified of
a data breach (unless the breach is unlikely to be prejudicial), (g) the right to obtain information as to any countries or territories
outside the Cayman Islands to which we, whether directly or indirectly, transfer, intend to transfer, or wish to transfer your personal
data, general measures we take to ensure the security of personal data, and any information available to us as to the source of your
personal data, (h) the right to complain to the Office of the Ombudsman of the Cayman Islands, and (i) the right to require
us to delete your personal data in some limited circumstances.
If you consider
that your personal data has not been handled correctly, or you are not satisfied with our responses to any requests you have made regarding
the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted
by calling +1 (345)
946-6283 or by em
ail at info@ombudsman.ky.
35
MATERIAL INCOME TAX CONSIDERATION
Material United States Federal Income
Tax Considerations
The following is a discussion of material United States
federal income tax considerations relating to the acquisition, ownership, and disposition of our Class A Ordinary Shares by a U.S. Holder,
as defined below, that acquires our Class A Ordinary Shares in this offering and holds our Class A Ordinary Shares as “capital
assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”).
This discussion is based on existing United States federal income tax law, which is subject to differing interpretations or change,
possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service (the “IRS”) with respect to
any United States federal income tax consequences described below, and there can be no assurance that the IRS or a court will not
take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be important
to particular investors in light of their individual circumstances, including investors subject to special tax rules (such as, for example,
certain financial institutions, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers, traders
in securities that elect mark-to-market treatment, partnerships (or other entities treated as partnerships for United States federal
income tax purposes) and their partners, tax-exempt organizations (including private foundations)), investors who are not U.S. Holders,
investors that own (directly, indirectly, or constructively) 5% or more of our voting shares, investors that hold their Class A Ordinary
Shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction), or investors that have a functional
currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below.
In addition, this discussion does not address any tax laws other than the United States federal income tax laws, including any state,
local, alternative minimum tax or non-United States tax considerations, or the Medicare tax on unearned income. Each potential investor
is urged to consult its tax advisor regarding the United States federal, state, local and non-United States income and other
tax considerations of an investment in our Class A Ordinary Shares.
U.S. Federal Income Taxation
The following does not address the tax consequences
to any particular investor or to persons in special tax situations such as:
●
banks;
●
financial
institutions;
●
insurance
companies;
●
regulated
investment companies;
●
real
estate investment trusts;
●
broker-dealers;
●
persons
that elect to mark their securities to market;
●
U.S. expatriates
or former long-term residents of the U.S.;
●
governments
or agencies or instrumentalities thereof;
●
tax-exempt
entities;
●
persons
liable for alternative minimum tax;
●
persons
holding our Class A Ordinary Shares as part of a straddle, hedging, conversion or integrated
transaction;
●
persons
that actually or constructively own 10% or more of our voting power or value (including by
reason of owning our Class A Ordinary Shares);
●
persons
who acquired our Class A Ordinary Shares pursuant to the exercise of any employee share option
or otherwise as compensation;
36
●
persons
holding our Class A Ordinary Shares through partnerships or other pass-through entities;
●
beneficiaries
of a Trust holding our Class A Ordinary Shares; or
●
persons
holding our Class A Ordinary Shares through a Trust.
Thus, the discussion set forth below is addressed
only to U.S. Holders that purchase Class A Ordinary Shares in this offering. Prospective purchasers are urged to consult their own
tax advisors about the application of the U.S. federal income tax rules to their particular circumstances as well as the state,
local, foreign and other tax consequences to them of the purchase, ownership and disposition of our Class A Ordinary Shares.
General
For purposes of this discussion, a “U.S. Holder”
is a beneficial owner of our Class A Ordinary Shares that is, for United States federal income tax purposes, (i) an individual
who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States
federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District
of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes
regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States
court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or
(B) that has otherwise elected to be treated as a United States person under the Code.
The brief description below of the U.S. federal
income tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of Class A Ordinary Shares
and you are, for U.S. federal income tax purposes,
●
an
individual who is a citizen or resident of the U.S.;
●
a
corporation (or other entity taxable as a corporation for U.S. federal income tax purposes)
organized under the laws of the U.S., any state thereof or the District of Columbia;
●
an
estate whose income is subject to U.S. federal income taxation regardless of its source;
or
●
a
trust that (1) is subject to the primary supervision of a court within the U.S. and
the control of one or more U.S. persons for all substantial decisions or (2) has
a valid election in effect under applicable U.S. Treasury regulations to be treated
as a U.S. person.
If a partnership (or other entity treated as
a partnership for United States federal income tax purposes) is a beneficial owner of our Class A Ordinary Shares, the tax treatment
of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners
of a partnership holding our Class A Ordinary Shares are urged to consult their tax advisors regarding an investment in our Class A Ordinary
Shares.
An individual is considered a resident of the
U.S. for federal income tax purposes if he or she meets either the “Green Card Test” or the “Substantial Presence
Test” described as follows:
The Green Card Test: You are a lawful permanent
resident of the United States, at any time, if you have been given the privilege, according to the immigration laws of the United States,
of residing permanently in the United States as an immigrant. You generally have this status if the U.S. Citizenship and Immigration
Services issued you an alien registration card, Form I-551, also known as a “green card.”
The Substantial Presence Test: If an alien is
present in the United States on at least 31 days of the current calendar year, he or she will (absent an applicable exception)
be classified as a resident alien if the sum of the following equals 183 days or more (
See
§7701(b)(3)(A) of
the Internal Revenue Code and related Treasury Regulations):
1.
The actual days
in the United States in the current year; plus
2.
One-third of
his or her days in the United States in the immediately preceding year; plus
3.
One-sixth of
his or her days in the United States in the second preceding year.
The discussion set forth below is addressed only
to U.S. Holders that purchase Class A Ordinary Shares in this offering. Prospective purchasers are urged to consult their own tax
advisors about the application of U.S. federal income tax law to their particular circumstances as well as the state, local, foreign
and other tax consequences to them of the purchase, ownership and disposition of our Class A Ordinary Shares.
37
Taxation of Dividends and Other Distributions
on our Class A Ordinary Shares
Subject to the passive foreign investment company
rules discussed below, distributions of cash or other property made by us to you with respect to the Class A Ordinary Shares (including
the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt
by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under
U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received
deduction allowed to corporations in respect of dividends received from other U.S. corporations.
With respect to non-corporate U.S. Holders,
including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income,
provided that (1) the Class A Ordinary Shares are readily tradable on an established securities market in the United States,
or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange
of information program, (2) we are not a passive foreign investment company (as discussed below) for either our taxable year in
which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. You are urged to
consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our Class A Ordinary Shares,
including the effects of any change in law after the date of this prospectus.
To the extent that the amount of the distribution
exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated
first as a tax-free return of your tax basis in your Class A Ordinary Shares, and to the extent the amount of the distribution exceeds
your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal
income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution
would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.
Taxation of Dispositions of Class A Ordinary
Shares
Subject to the passive foreign investment company
rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to
the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Class
A Ordinary Shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual
U.S. Holder, who has held the Class A Ordinary Shares for more than one year, you may be eligible for reduced tax rates on any such
capital gains. The deductibility of capital losses is subject to limitations.
Passive Foreign Investment Company
A non-U.S. corporation is considered a PFIC
for any taxable year if either:
●
at
least 75% of its gross income for such taxable year is passive income; or
●
at
least 50% of the value of its assets (based on an average of the quarterly values of the
assets during a taxable year) is attributable to assets that produce or are held for the
production of passive income (the “asset test”).
Passive income generally includes dividends,
interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the
disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share
of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining
the value and composition of our assets for purposes of the PFIC asset test, (1) the cash we raise in this offering will generally
be considered to be held for the production of passive income and (2) the value of our assets must be determined based on the market
value of our Class A Ordinary Shares from time to time, which could cause the value of our non-passive assets to be less than 50% of
the value of all of our assets (including the cash raised in this offering) on any particular quarterly testing date for purposes of
the asset test.
38
Based on our operations and the composition of
our assets we do not expect to be treated as a PFIC under the current PFIC rules. We must make a separate determination each year as
to whether we are a PFIC. Depending on the amount of cash we raise in this offering, together with any other assets held for the
production of passive income, it is possible that, for our current taxable year or for any subsequent taxable year, more than 50% of
our assets may be assets held for the production of passive income. We will make this determination following the end of any particular
tax year. Although the law in this regard is unclear, we treat our consolidated affiliated entities as being owned by us for United States
federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are
entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our combined and
consolidated financial statements. In particular, because the value of our assets for purposes of the asset test will generally be determined
based on the market price of our Class A Ordinary Shares and because cash is generally considered to be an asset held for the production
of passive income, our PFIC status will depend in large part on the market price of our Class A Ordinary Shares and the amount of cash
we raise in this offering. Accordingly, fluctuations in the market price of the Class A Ordinary Shares may cause us to become a PFIC. In
addition, the application of the PFIC rules is subject to uncertainty in several respects and the composition of our income and assets
will be affected by how, and how quickly, we spend the cash we raise in this offering. We are under no obligation to take steps to reduce
the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will depend upon material
facts (including the market price of our Class A Ordinary Shares from time to time and the amount of cash we raise in this offering)
that may not be within our control. If we are a PFIC for any year during which you hold Class A Ordinary Shares, we will continue to
be treated as a PFIC for all succeeding years during which you hold Class A Ordinary Shares. However, if we cease to be a PFIC and
you did not previously make a timely “mark-to-market” election as described below, you may avoid some of the adverse effects
of the PFIC regime by making a “purging election” (as described below) with respect to the Class A Ordinary Shares.
If we are a PFIC for your taxable year(s) during
which you hold Class A Ordinary Shares, you will be subject to special tax rules with respect to any “excess distribution”
that you receive and any gain you realize from a sale or other disposition (including a pledge) of the Class A Ordinary Shares, unless
you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than
125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period
for the Class A Ordinary Shares will be treated as an excess distribution. Under these special tax rules:
●
the
excess distribution or gain will be allocated ratably over your holding period for the Class
A Ordinary Shares;
●
the
amount allocated to your current taxable year, and any amount allocated to any of your taxable
year(s) prior to the first taxable year in which we were a PFIC, will be treated as
ordinary income; and
●
the
amount allocated to each of your other taxable year(s) will be subject to the highest
tax rate in effect for that year and the interest charge generally applicable to underpayments
of tax will be imposed on the resulting tax attributable to each such year.
The tax liability for amounts allocated to years
prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years,
and gains (but not losses) realized on the sale of the Class A Ordinary Shares cannot be treated as capital, even if you hold the Class
A Ordinary Shares as capital assets.
39
A U.S. Holder of “marketable stock”
(as defined below) in a PFIC may make a mark-to-market election for such stock to elect out of the tax treatment discussed above. If
you make a mark-to-market election for the first taxable year during which you hold (or are deemed to hold) Class A Ordinary Shares and
for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair
market value of the Class A Ordinary Shares as of the close of such taxable year over your adjusted basis in such Class A Ordinary Shares,
which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the
adjusted basis of the Class A Ordinary Shares over their fair market value as of the close of the taxable year. However, such ordinary
loss is allowable only to the extent of any net mark-to-market gains on the Class A Ordinary Shares included in your income for prior
taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition
of the Class A Ordinary Shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual
sale or disposition of the Class A Ordinary Shares, to the extent that the amount of such loss does not exceed the net mark-to-market
gains previously included for such Class A Ordinary Shares. Your basis in the Class A Ordinary Shares will be adjusted to reflect any
such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which
are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed
above under “— Taxation of Dividends and Other Distributions on our Class A Ordinary Shares” generally would not
apply.
The mark-to-market election is available only
for “marketable stock”, which is stock that is traded in other than
de minimis
quantities on at least 15 days
during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury
regulations). If the Class A Ordinary Shares are regularly traded on a qualified stock exchange or other market, and if you are a holder
of Class A Ordinary Shares, the mark-to-market election would be available to you were we to be or become a PFIC.
Alternatively, a U.S. Holder of stock in
a PFIC may make a “qualified electing fund” election with respect to such PFIC to elect out of the tax treatment discussed
above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income
for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. However,
the qualified electing fund election is available only if such PFIC provides such U.S. Holder with certain information regarding
its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide
the information that would enable you to make a qualified electing fund election. If you hold Class A Ordinary Shares in any taxable
year in which we are a PFIC, you will be required to file IRS Form 8621 in each such year and provide certain annual information
regarding such Class A Ordinary Shares, including regarding distributions received on the Class A Ordinary Shares and any gain realized
on the disposition of the Class A Ordinary Shares.
If you do not make a timely “mark-to-market”
election (as described above), and if we were a PFIC at any time during the period you hold our Class A Ordinary Shares, then such Class
A Ordinary Shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year,
unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates a
deemed sale of such Class A Ordinary Shares at their fair market value on the last day of the last year in which we are treated
as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the
gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair
market value of the Class A Ordinary Shares on the last day of the last year in which we are treated as a PFIC) and holding period
(which new holding period will begin the day after such last day) in your Class A Ordinary Shares for tax purposes.
IRC Section 1014(a) provides for a
step-up in basis to the fair market value for our Class A Ordinary Shares when inherited from a decedent that was previously a holder
of our Class A Ordinary Shares. However, if we are determined to be a PFIC and a decedent that was a U.S. Holder did not make either
a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold)
our Class A Ordinary Shares, or a mark-to-market election and ownership of those Class A Ordinary Shares are inherited, a special proviIn
in IRC Section 1291(e) provides that the new U.S. Holder’s basis should be reduced by an amount equal to the Section 1014
basis minus the decedent’s adjusted basis just before death. As such if we are determined to be a PFIC at any time prior to a decedent’s
passing, the PFIC rules will cause any new U.S. Holder that inherits our Class A Ordinary Shares from a U.S. Holder to not
get a step-up in basis under Section 1014 and instead will receive a carryover basis in those Class A Ordinary Shares.
You are urged to consult your tax advisors regarding
the application of the PFIC rules to your investment in our Class A Ordinary Shares and the elections discussed above.
40
Information Reporting and Backup Withholding
Dividend payments with respect to our Class A
Ordinary Shares and proceeds from the sale, exchange or redemption of our Class A Ordinary Shares may be subject to information reporting
to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes
a correct taxpayer identification number and makes any other required certification on IRS Form W-9 or who is otherwise exempt from
backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on
IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting
and backup withholding rules.
Backup withholding is not an additional tax.
Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund
of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing
any required information.
We do not intend to withhold taxes for individual
shareholders. However, transactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including
backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.
Under the Hiring Incentives to Restore Employment
Act of 2010, certain U.S. Holders are required to report information relating to our Class A Ordinary Shares, subject
to certain exceptions (including an exception for Class A Ordinary Shares held in accounts maintained by certain financial institutions),
by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return
for each year in which they hold Class A Ordinary Shares. Failure to report such information could result in substantial penalties. You
should consult your own tax advisor regarding your obligation to file a Form 8938.
Cayman Islands Taxation
The following is a discussion on Cayman Islands income tax consequences
of an investment in the Class A Ordinary Shares. The discussion is a general summary of the present law, which is subject to prospective
and retroactive changes. It is not intended as tax advice, it does not consider any investor’s particular circumstances, and it
does not consider tax consequences other than those arising under Cayman Islands law. Insofar as it relates to matters of Cayman Islands
tax law, the following discussion constitutes the opinion of Ogier, our Cayman Islands counsel.
The Cayman Islands currently levies no taxes
on individuals or corporations based on profits, income, gains or appreciation and there is no taxation in the nature of inheritance
tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp
duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction or produced before a
court of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010 but is otherwise
not a party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations
or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect
of our Class A Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment
of a dividend or capital to any holder of our Class A Ordinary Shares. Gains derived from the disposal of our Class A Ordinary Shares
be subject to Cayman Islands income or corporation tax.
POTENTIAL PURCHASERS OF OUR CLASS A ORDINARY
SHARES ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME, GIFT,
ESTATE OR GENERATION-SKIPPING TRANSFER, AND OTHER TAX AND TAX TREATY CONSIDERATIONS OF PURCHASING, OWNING AND DISPOSING OF OUR CLASS
A ORDINARY SHARES.
41
ENFORCEABILITY OF CIVIL
LIABILITIES
We are incorporated under the laws of the Cayman
Islands as an exempted company with limited liability. We incorporated under the laws of the Cayman Islands because of certain benefits
associated with being a Cayman Islands exempted company, such as political and economic stability, an effective judicial system, a favorable
tax system, the absence of foreign exchange control or currency restrictions, and the availability of professional and support services.
The Cayman Islands, however, has a less developed body of securities laws as compared to the U.S. and provides significantly less
protection for investors than the U.S. Additionally, Cayman Islands companies may not have standing to sue in the federal courts
of the U.S.
Most of our operations are conducted in Malaysia
and a majority of our consolidated assets are located outside of the United States. In addition, all of our directors and officers
as listed below, are nationals or residents of countries other than the United States, and all or a substantial portion of their
assets are located outside the U.S.
Name
Position
Nationality
Country of Residence
Hoo Wei Sern
CEO, Director
Malaysia
Malaysia
Ng Kai Tie
CFO
Malaysia
Malaysia
Phua Zhi Yong
Independent Director
Singapore
Singapore
Tse Yin Sum
Independent Director
Hong Kong
Hong Kong
Lai Yee Yee
Independent Director
Malaysia
Malaysia
As a result, it may not be possible for you to:
●
effect
service of process within the United States upon our non-U.S. resident directors
or on us;
●
enforce
in U.S. courts judgments obtained against our non-U.S. resident directors or us
in the U.S. courts in any action, including actions under the civil liability provisions
of U.S. securities laws; and
●
enforce
in U.S. courts judgments obtained against our non-U.S. resident directors or us
in courts of jurisdictions outside the United States in any action, including actions
under the civil liability provisions of U.S. securities laws.
Although we are incorporated outside the United States,
we have appointed Cogency Global Inc., 122 E. 42
nd
Street, 18
th
Floor, New York, New York 10168 as our
agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern
District of New York under the U.S. federal securities laws or securities laws of any U.S. state or any action brought
against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of
New York.
Ogier, our counsel as to Cayman Islands law,
has advised us that there is uncertainty as to whether the courts of the Cayman Islands would: (i) recognize or enforce judgments
of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal
securities laws of the United States or the securities laws of any state in the United States, or (ii) entertain original
actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of
the United States or the securities laws of any state in the United States.
42
We have been advised by Ogier that although there
is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and
the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the Grand Court
of the Cayman Islands will at common law enforce final and conclusive
in personam
judgments of state and/or federal courts of
the United States of America (the
Foreign Court
) of a debt or definite sum of money against the Company (other than
a sum of money payable in respect of taxes or other charges of a like nature, a fine or other penalty (which may include a multiple damages
judgment in an anti-trust action) or where enforcement would be contrary to public policy). The Grand Court of the Cayman Islands will
also at common law enforce final and conclusive
in personam
judgments of the Foreign Court that are non-monetary against the Company,
for example, declaratory judgments ruling upon the true legal owner of shares in a Cayman Islands company. The Grand Court of the Cayman
Islands will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances, such as considering
whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as
res judicata
by the Foreign Court. A debt claim on a foreign judgment must be brought within six years of the date of the judgment, and arrears
of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. The courts of the
Cayman Islands are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal
securities law if such a judgment is found by the courts of the Cayman Islands to give rise to obligations to make payments that are
penal or punitive in nature. Such a determination has not yet been made by the Grand Court of the Cayman Islands. A court of the Cayman
Islands may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance
by a defendant who has had notice of the Foreign Court’s intention to proceed may be final and conclusive notwithstanding that
the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for
which has not yet expired. The Grand Court of the Cayman Islands may safeguard the defendant’s rights by granting a stay of execution
pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.
Hong Kong
A judgment from the United States courts
will not be directly enforced in Hong Kong. There are currently no treaties or other arrangements providing for reciprocal enforcement
of foreign judgments between Hong Kong and the United States. However, the common law permits an action to be brought upon
a foreign judgment. That is to say, a foreign judgment itself may form the basis of a cause of action since the judgment may be regarded
as creating a debt between the parties to it. In a common law action for enforcement of a foreign judgment in Hong Kong, the enforcement
is subject to various conditions, including but not limited to, that the foreign judgment is a final judgment conclusive upon the merits
of the claim, the judgment is for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges,
the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary
to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as
determined by the private international law rules applied by the Hong Kong courts. The defenses that are available to a defendant
in a common law action brought on the basis of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, and
contrary to public policy. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt
from the judgment debtor. These constraints may impact both the cost and time associated with legal proceedings in Hong Kong. On
the point of cost constraints, investors could face additional legal expenses (including hiring local attorneys and translators), travel
costs for attending court proceedings, and other administrative charges. On the point of time constraint, investors may face time constraints
due to legal delays, appeals, and the complexity of cases of pursuing such enforcement in Hong Kong.
43
Malaysia
There is an element of uncertainty regarding
the recognition or enforcement of judgments obtained against us, our directors, or officers by United States courts, based on the
civil liability provisions of US securities laws or state laws. There is currently no statutory enforcement or treaty between the US
and Malaysia providing for reciprocal recognition and enforcement of judgments of U.S. courts.
Be it as it may, the Reciprocal Enforcement of
Judgments Act 1958 of Malaysia (“REJA”) allows for the enforcement of judgments from specific Commonwealth countries
listed in the First Schedule of REJA. These countries include the United Kingdom, Hong Kong, Singapore, New Zealand, Republic
of Sri Lanka, India, and Brunei, referred to as “reciprocating countries.” When a foreign judgment from a reciprocating country
is presented before a Malaysian court for enforcement, it can be registered under section 4(1) of REJA. Once registered, the
foreign judgment, if it meets certain criteria (such as being a civil judgment for an outstanding monetary sum that is enforceable in
the original country’s court), can be enforced in Malaysia. The registered foreign judgment holds the same legal weight and authority
as a judgment issued by a Malaysian court.
Foreign judgments obtained in countries not listed
in the First Schedule of REJA may still be recognised and enforced in the courts of Malaysia through principles for the recognition of
foreign judgments under common law. The common law rules applicable have been adopted into Malaysian jurisprudence by virtue of Section 3
of the Civil Law Act, 1956. Therefore, a judgment issued in the United States may still be enforced in Malaysia under Malaysian common
law principles. However, there are specific conditions that must be met for these foreign judgments to be enforceable. These conditions
include the following:
(a)
The judgment
is for a definite sum, and which is final and conclusive;
(b)
The original
court granting the judgment had jurisdiction in the action;
(c)
The judgment
was not obtained by fraud;
(d)
The proceedings in which the judgment was obtained were not contrary to natural justice; and
(e)
The enforcement
of the judgment would not be contrary to public policy in Malaysia.
These constraints may impact both the cost and
time associated with legal proceedings in Malaysia. On the point of cost constraints, investors could face additional legal expenses
(including hiring local attorneys and translators), travel costs for attending court proceedings, and other administrative charges. On
the point of time constraint, investors may face time constraints due to legal delays, appeals, and the complexity of cases of pursuing
such enforcement in Malaysia.
44
PLAN OF DISTRIBUTION
Pursuant to a placement agency agreement, we have
engaged Prime Number Capital LLC (the “placement agent”) to act as our exclusive placement agent on a best-efforts basis in
connection with this offering. The placement agent is not purchasing or selling any of the securities offered by this prospectus and is
not required to arrange for the purchase or sale of any specific number or dollar amount of securities, other than to use its best efforts
to arrange for the sale of such securities by us. The terms of this offering are subject to market conditions and negotiations between
us, the placement agent and prospective investors. The placement agency agreement does not give rise to any commitment by the placement
agent to purchase any of our securities, and the placement agent will have no authority to bind us by virtue of the placement agency agreement.
Further, the placement agent does not guarantee that it will be able to raise new capital in any prospective offering. The placement agent
may engage sub-agents or selected dealers to assist with this offering.
We expect to enter into a securities purchase
agreement directly with each investor in connection with this offering, and we may not sell the entire amount, or any amount, of the securities
offered pursuant to this prospectus. The form of securities purchase agreement will be filed as an exhibit to the registration statement
of which this prospectus forms a part.
Placement Agent Commissions and Expenses
The following table shows the total placement
agent’s commissions we will pay in connection with the sale of the Class A Ordinary Shares in this offering, assuming the purchase
of all of the Class A Ordinary Shares we are offering.
Per
Share
Approximate
Total
Public offering price
$
0.55
$
8,250,000
Placement agent commissions
$
0.033
$
495,000
Proceeds to our Company before expenses
$
0.517
$
7,755,000
We have agreed to pay to the placement agent
commissions equal to 6% of the aggregate gross proceeds raised in this offering.
45
We have also agreed to reimburse the placement
agent for its reasonable, documented, out-of-pocket travel and due diligence expenses and the reasonable, documented fees and expenses
of its legal counsel actually incurred in connection with the offering, up to an aggregate of $100,000 if the offering closes. In addition,
upon the closing of this offering, we have agreed to pay the placement agent a non-accountable expense allowance equal to one percent
(1%) of the gross proceeds received by us from the offering.
We estimate that the total expenses of the offering,
including registration and filing fees, printing fees and legal and accounting expenses, but excluding the placement agent fees, will
be approximately $254,268, all of which are payable by us. This figure includes, among other things, the placement agent’s expenses
(including the legal fees, costs and expenses for the placement agent’s legal counsel) that we have agreed to reimburse.
Listing
The Class A Ordinary Shares are listed on the
Nasdaq Capital Market under the ticker symbol “MGN”.
Lock-Up Agreements
Each of our directors, executive officers, and
shareholders owning 5% or more of our Class A Ordinary Shares has agreed, for a period of six (6) months from the closing of this offering,
subject to certain exceptions, not to sell, transfer, or dispose of, directly or indirectly, any of our Class A Ordinary Shares or securities
convertible into or exercisable or exchangeable for our Class A Ordinary Shares, without the prior written consent of the placement agent.
Company Standstill
We have agreed that, for a period of six (6) months
from the closing date of this offering, we will not, directly or indirectly, issue, offer, sell, contract to sell, grant any option to
purchase, or otherwise dispose of any Class A Ordinary Shares or any securities convertible into, exercisable for, or exchangeable for
Class A Ordinary Shares, other than securities issued pursuant to (i) a registration statement on Form S-8 or (ii) a shelf registration
statement on Form F-3 with the prior written consent of the placement agent. We have also agreed that, during the same six (6) month period,
we will not enter into or consummate any financing or capital-raising transaction, including any equity line of credit, equity financing,
convertible bond, convertible note, other equity-linked financing or variable rate transaction, without the prior written consent of the
placement agent.
46
Determination of Offering Price
The actual public offering price of the Class
A Ordinary Shares we are offering, were negotiated between us, the placement agent and the investors in the offering based on the trading
of our Class A Ordinary Shares prior to the offering, among other things. Other factors considered in determining the public offering
price of the Class A Ordinary Shares we are offering include our history and prospects, the market price of our Class A Ordinary Shares
on Nasdaq, the stage of development of our business, our business plans for the future and the extent to which they have been implemented,
an assessment of our management, the general conditions of the securities markets at the time of the offering and such other factors
as were deemed relevant.
Tail Financing
If, within six (6) months after the termination
or expiration of the placement agent’s engagement (including termination upon the closing of this offering), we consummate a public
or private offering of securities or other financing or capital-raising transaction with an investor first introduced to us by the placement
agent during the engagement and specifically identified in a written list delivered to us within five (5) business days after such termination
or expiration, the placement agent will be entitled to a cash fee equal to six percent (6%) of the gross proceeds actually received by
us from that investor in such transaction, but only to the extent that the investment results directly from the placement agent’s
substantive introduction and solicitation efforts during the engagement. An investor with whom we had a pre-existing relationship or substantive
financing discussions before the placement agent’s introduction, or whose investment is independently sourced, will not qualify.
No non-accountable expense allowance will be payable on any such tail financing. In accordance with FINRA Rule 5110, we have the right
to terminate the placement agency agreement for cause, which includes the placement agent’s material breach of the placement agency
agreement, its gross negligence, willful misconduct or fraud in connection with the engagement, or its material failure to provide the
services contemplated by the placement agency agreement, and our exercise of such right will extinguish all tail fee rights and any right
of first refusal of the placement agent.
Right of First Refusal
For a period of six (6) months following the closing
date of this offering, the placement agent shall have an irrevocable right of first refusal to act as lead book-running manager, lead
placement agent or lead financial advisor, as applicable, with respect to at least eighty percent (80%) of the economics for any public
or private offering of equity, equity-linked or debt securities, or any other financing or capital-raising transaction by the Company
or any of its subsidiaries for which we seek such services, subject to compliance with FINRA Rule 5110(g)(5)(B). The right of first refusal
does not apply to ordinary-course bank loans or credit facilities, trade finance or trade credit facilities or intra-group funding. The
placement agent will have three (3) business days following receipt of our written notice of a proposed transaction to elect to undertake
the proposed role on the terms notified, failing which we may proceed without further obligation to the placement agent.
Investor Participation Right
Pursuant to the securities purchase agreement,
for a period of six (6) months following the closing date of this offering, the purchasers in this offering will have the right, subject
to certain exceptions, to participate in any capital markets financing by us or any of our subsidiaries involving an issuance of equity
securities, equity-linked securities or debt securities, up to an aggregate of thirty percent (30%) of the securities offered in such
financing, on the same terms as the other investors in such financing.
Regulation M
The placement agent may be deemed to be an underwriter
within the meaning of Section 2(a)(11) of the Securities Act and any fees received by it and any profit realized on the sale
of the shares by it while acting as principal might be deemed to be underwriting commissions under the Securities Act. The placement
agent will be required to comply with the requirements of the Securities Act and the Exchange Act including, without limitation,
Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and
sales of the shares by the placement agent. Under these rules and regulations, the placement agent may not (i) engage in any stabilization
activity in connection with our shares; and (ii) bid for or purchase any of our shares or attempt to induce any person to purchase
any of our shares, other than as permitted under the Exchange Act, until they have completed their participation in the distribution.
47
Indemnification
We have agreed to indemnify the placement agent
against certain liabilities, including liabilities under the Securities Act. If we are unable to provide this indemnification, we will
contribute to payments that the placement agent may be required to make for these liabilities.
Electronic Distribution
A prospectus in electronic format may be made
available on a website maintained by the placement agent. In connection with the offering, the placement agent or selected dealers may
distribute prospectuses electronically. No forms of electronic prospectus other than prospectuses that are printable as Adobe® PDF
will be used in connection with this offering.
Other than the prospectus in electronic format,
the information on the placement agent’s website and any information contained in any other website maintained by the placement
agent is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or
endorsed by us or the placement agent in its capacity as placement agent and should not be relied upon by investors.
Other Relationships and Affiliations
The placement agent and its affiliates are full
service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking,
financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The
placement agent and its affiliates may from time to time in the future engage with us and perform services for us or in the ordinary
course of their business for which they will receive customary fees and expenses. In the ordinary course of their various business activities,
the placement agent and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers,
and such investment and securities activities may involve securities and/or instruments of us. The placement agent and its respective
affiliates may also make investment recommendations and/or publish or express independent research views in respect of these securities
or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in these securities and
instruments.
Transfer Agent and Registrar
The transfer agent and registrar for our Class
A Ordinary Shares is VStock Transfer, LLC.
Selling Restrictions
No action may be taken in any jurisdiction other
than the United States that would permit a public offering of our securities or the possession, circulation, or distribution of
this prospectus in any jurisdiction where action for that purpose is required. Accordingly, our securities may not be offered or sold,
directly or indirectly, and neither the prospectus nor any other offering material or advertisements in connection with our securities
may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with
any applicable laws, rules, and regulations of any such country or jurisdiction. Persons into whose possession this prospectus comes
are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus.
This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in
any jurisdiction in which such an offer or a solicitation is unlawful.
48
EXPENSES RELATING TO THIS
OFFERING
Set forth below is an itemization of the total
expenses, excluding placement discounts and commissions, that we expect to incur in connection with this offering. With the exception
of the SEC registration fee, the FINRA filing fee and the Nasdaq Capital Market listing fee, all amounts are estimates.
Securities and Exchange Commission Registration Fee
US$
718
Legal Fees and Expenses
US$
97,000
Accounting Fees and Expenses
US$
55,000
Placement Agent Expenses
US$
100,000
FINRA Filing Fee
US$
1,550
Miscellaneous Expenses
US$
—
Total Expenses
US$
254,268
These expenses will be borne by us. Placement
agent discounts will be borne by us in proportion to the numbers of Class A Ordinary Shares sold in the offering.
49
LEGAL
MATTERS
The validity of the Class A Ordinary Shares offered
hereby and certain legal matters as to Cayman Islands law will be passed upon for us by Ogier. Ortoli Rosenstadt LLP is acting as
counsel to our company regarding U.S. securities law matters. Ye & Associates, P.C. is acting as U.S. securities counsel
for the Placement Agent in connection with this offering.
EXPERTS
The financial statements as of December 31,
2023 and 2024, and in each of the years for the two-year period ended December 31, 2023 and 2024 incorporated by reference in this
prospectus have been audited by WWC, P.C. an independent registered public accounting firm, as stated in their report appearing in the
Annual Report on Form 20-F which was filed with the Securities and Exchange Commission on May 15, 2026. Such financial statements have
been so included in reliance upon the report of such firm given upon the authority of such firm as experts in accounting and auditing.
The office of WWC, P. C. is located at 2010 Pioneer Court, San Mateo, CA 94403, U.S.A.
The consolidated financial statements as of December
31, 2025 and for the year then ended, incorporated by reference in this prospectus, have been audited by SFAI MALAYSIA PLT, an independent
registered public accounting firm, as stated in its report incorporated by reference herein. Such consolidated financial statements are
incorporated by reference in reliance upon the report of SFAI MALAYSIA PLT, given on the authority of such firm as experts in accounting
and auditing. The office of SFAI MALAYSIA PLT is located at C-2-G, Block C2, Ground Floor, Setiawalk, Persiaran Wawasan, 47160 Puchong,
Selangor, Malaysia.
INTERESTS OF EXPERTS
AND COUNSEL
None of the named experts or legal counsel was
employed on a contingent basis, owns an amount of shares in our company which is material to that person, or has a material, direct or
indirect economic interest in our company or that depends on the success of the offering.
DISCLOSURE OF COMMISSION
POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
50
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
We have filed with the SEC a registration statement
on Form F-1, including relevant exhibits and schedules under the Securities Act, covering the Class A Ordinary Shares offered by
this prospectus. You should refer to our registration statements and their exhibits and schedules if you would like to find out more
about us and about the Class A Ordinary Shares. This prospectus summarizes material provisions of contracts and other documents that
we refer you to. Since the prospectus may not contain all the information that you may find important, you should review the full text
of these documents.
We are subject to periodic reporting and other
informational requirements of the Exchange Act, as applicable to foreign private issuers. Accordingly, we are required to file reports,
including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from
the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders under the federal proxy
rules contained in Sections 14(a), (b) and (c) of the Exchange Act, and our executive officers, directors and principal
shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
The registration statements, reports and other
information so filed can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington,
D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains a website that
contains reports, proxy statements and other information about issuers, such as us, who file electronically with the SEC. The address
of that website is
http://www.sec.gov
. The information on that website is not a part of this prospectus.
No dealer, salesperson, or other person is authorized
to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information
or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions
where it is lawful to do so. The information contained in this prospectus is current only as of its date.
51
INCORPORATION OF DOCUMENTS
BY REFERENCE
The SEC allows us to incorporate by reference
the information we file with them. This means that we can disclose important information to you by referring you to those documents.
Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents
should not create any implication that there has been no change in our affairs since such date. The information incorporated by reference
is considered to be a part of this prospectus and should be read with the same care.
We incorporate by reference in this prospectus
the documents listed below:
●
Form 6-Ks filed with the SEC on
June 18, 2026
,
July 15, 2026
,
August 11, 2026
,
August 20, 2026
,
August 21, 2026
,
August 25, 2026
,
September 8, 2026
,
September 28, 2026
and
October 5, 2026
,
●
Form 6-K/A
filed with the SEC on
July
17, 2026
, and
August
13, 2026
,
●
Form 20-F
filed with the SEC on
May
15, 2026
, and
●
The description
of our Class A Ordinary Shares contained in our registration statement on
Form
8-A
filed on September 25, 2025 pursuant to Section 12 of the Exchange Act, together
with all amendments and reports filed for the purpose of updating that description.
The information relating to us contained in this
prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated
or deemed to be incorporated by reference in this prospectus.
As you read the above documents, you may find
inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus, you
should rely on the statements made in the most recent document. All information appearing in this prospectus is qualified in its entirety
by the information and financial statements, including the notes thereto, contained in the documents incorporated by reference herein.
Our filings with the SEC, and exhibits incorporated
in and amendments to those reports, are available free of charge on our website https://www.meganmezanin.com/ as soon as reasonably practicable
after they are filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site,
are not incorporated into and are not a part of this prospectus.
Upon written or oral request, we will provide
to each person to whom this prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by
reference into this prospectus at no cost. If you would like a copy of any of these documents, at no cost, please write or call us at:
MEGAN HOLDINGS LIMITED
B-01-07, Gateway Corporate
Suites
Gateway Kiaramas
No. 1, Jalan Desa Kiara
50480 Mont Kiara
Kuala Lumpur, Malaysia
52
15,000,000 Class A Ordinary Shares
Megan Holdings Limited
Prime Number Capital
LLC
[*], 2026
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Cayman Islands law does not limit the extent to
which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such
provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud
or the consequences of committing a crime. Our Amended and Restated Memorandum and Articles of Association provide that every director
(including any alternate director), secretary, assistant secretary, or other officer for the time being and from time to time of the Company
(but not including the Company’s auditors) and the personal representatives of the same shall be indemnified and secured harmless
against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such person, other
than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of the Company’s business
or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions,
including any costs, expenses, losses or liabilities incurred by such person in defending (whether successfully or otherwise) any civil
proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere. To the extent permissible under
applicable laws, our shareholders waive any claim or right of action that they may have, both individually and on the Company’s
behalf, against any director in relation to any action or failure to take action by such director in the performance of his or her duties
with or for the Company, except in respect of any dishonesty, willful default or fraud of such director.
To the extent permitted by law, we may make a
payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former
secretary or any of our officers in respect of any matter identified in above on condition that the secretary or officer must repay the
amount paid by us to the extent that it is ultimately found not liable to indemnify the secretary or that officer for those legal costs.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.
Upon incorporation of the Company in the Cayman
Islands, we had share capital of US$50,000 and issued an aggregate of 1 ordinary share of a par value of US$0.0001 per share in
the Company to Mr. Darren Hoo at par value. These shares were issued in reliance on the exemption under Section 4(a)(2) and/or
Regulation S of the Securities Act.
On May 15, 2023, Mr. Darren Hoo completed
the transfer of the 1 ordinary share to SSL for the total consideration of US$0.0001.
On July 31, 2024, the Company entered into
a Share Swap Agreement with the shareholders of MMSB, namely, SSL, USSB, YHCML, ECGL, KLSB, KBSB, Malama and SJCC for the purpose of
acquiring the entire issued share capital of MMSB, as part of the re-organization undertaken by the Company. As part of the terms of
the Share Swap Agreement, SSL, USSB, YHCML, ECGL, KLSB, KBSB, Malama and SJCC as the shareholders of MMSB shall dispose their respective
shares in MMSB, representing in aggregate 100% of the issued share capital of MMSB, to MHL and the Company shall acquire the entire issued
shares in MMSB. The consideration for the share transfers was based on the net tangible assets value of MMSB as at December 31,
2023 of approximately USD 6,500,000.00 and was to be satisfied by the allotment and issuance of 14,999,999 Class A Ordinary
Shares in aggregate to SSL, USSB, YHCML, ECGL, KLSB, KBSB, Malama and SJCC, each credited as fully paid, in proportion to their respective
shareholdings in MMSB. Following the completion of the Share Swap Agreement on July 31, 2024, MHL became the holding company
of MMSB. Following the completion of the Share Swap Agreement, the issued share capital of the Company was 15,000,000 Class
A Ordinary Shares and SSL, USSB, YHCML, ECGL, KLSB, KBSB, Malama and SJCC were collectively the shareholders of MHL.
II-
1
ITEM 8.
EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES.
(a)
Exhibits
See Exhibit Index beginning on page II-6
of this registration statement.
(b)
Financial
Statement Schedules
Schedules have been omitted because the information
required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
ITEM 9.
UNDERTAKINGS.
The undersigned registrant hereby undertakes
to provide to the placement agent at the closing specified in the Placement Agency Agreement, certificates in such denominations and
registered in such names as required by the placement agent to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions
described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes
that:
(1)
For purposes
of determining any liability under the Securities Act, the information omitted from the form
of prospectus filed as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2)
For the purpose
of determining any liability of the registrant under the Securities Act to any purchaser
in the initial distribution of the securities, the undersigned registrant undertakes to file
post-effective amendment to the registration statement to include any financial statements
required by Item 8.A of Form 20-F at the start of any delayed offering or throughout
a continuous offering
(3)
For the purpose
of determining any liability under the Securities Act, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-
2
(4)
For the purpose
of determining liability under the Securities Act to any purchaser, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than prospectuses filed
in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior to such date of
first use.
(5)
For the purpose
of determining any liability of the registrant under the Securities Act to any purchaser
in the initial distribution of the securities, the undersigned registrant undertakes that
in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i)
any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required
to be filed pursuant to Rule 424;
(ii)
any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant
or used or referred to by the undersigned registrant;
(iii)
the portion
of any other free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of the undersigned
registrant; and
(iv)
any other
communication that is an offer in the offering made by the undersigned registrant to the
purchaser.
II-
3
SIGNATURES
Pursuant to the requirements of the Securities
Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Malaysia,
on October 20, 2026.
Megan Holdings Limited
By:
/s/ Hoo Wei Sern
Name:
Hoo Wei Sern
Title:
Executive Director, Chairman and
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Kai Tie Ng
Name:
Kai Tie Ng
Title:
Chief Financial Officer
(Principal Accounting and Financial Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Hoo Wei Sern as attorney-in-fact with full power of substitution, for him in any and all capacities, to do any and all acts
and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant
to comply with the Securities Act, and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder,
in connection with the registration under the Securities Act of the Class A Ordinary Shares of the registrant, including, without limitation,
the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on
Form F-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to such Shares,
to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after
the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities
Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments
thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned
hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Hoo Wei Sern
Executive Director, Chairman and Chief Executive Officer
October 20, 2026
Name: Hoo Wei Sern
(Principal Executive Officer)
/s/ Kai Tie Ng
Chief Financial Officer
October 20, 2026
Name: Kai Tie Ng
(Principal Accounting and
Financial Officer)
/s/ Phua Zhi Yong
Independent Director
October 20, 2026
Name: Phua Zhi Yong
/s/ Tse Yin Sum
Independent Director
October 20, 2026
Name: Tse Yin Sum
/s/ Lai Yee Yee
Independent Director
October 20, 2026
Name: Lai Yee Yee
II-
4
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE
REGISTRANT
Pursuant to the Securities Act, the undersigned,
the duly authorized representative in the United States of America, has signed this registration statement or amendment thereto in
New York, New York, United States of America on October 20, 2026.
AUTHORIZED U.S. REPRESENTATIVE
By:
/s/ Colleen A.
De Vries
Name:
Colleen A. De Vries
Title:
Senior Vice-President on behalf of Cogency
Global Inc.
II-
5
EXHIBIT INDEX
Exhibit No.
Description
1.1*
Form of Placement Agency Agreement
3.1*
Fourth Amended and Restated Memorandum and Articles of Association
5.1*
Opinion of Ogier regarding the validity of the Class A Ordinary Shares being registered and certain Cayman Islands tax matters
10.1†
Employment Agreement between MHL and Mr. Darren Hoo (incorporated by reference to Exhibit 10.1 to the Company’s Form F-1 filed with the SEC on August 8, 2024)
10.2†
Employment Agreement between MHL and Mr. Kai Tie Ng (incorporated by reference to Exhibit 10.2 to the Company’s Form F-1 filed with the SEC on August 8, 2024)
10.3†
Independent Director Offer Letter between MHL and Mr. Phua Zhi Yong (incorporated by reference to Exhibit 10.1 to the Company’s Form 6-K filed with the SEC on November 21, 2025)
10.4†
Independent Director Offer Letter between MHL and Mr. Tse Yin Sum (incorporated by reference to Exhibit 10.4 to the Company’s Form F-1, as amended, filed with the SEC on September 20, 2024)
10.5†
Material contract between MMSB and North Cube Sdn Bhd dated June 30, 2022 (incorporated by reference to Exhibit 10.5 to the Company’s Form F-1, as amended, filed with the SEC on November 21, 2024)
10.6†
Material contract between MMSB and Pelican Prospect Sdn Bhd dated April 28, 2023 (incorporated by reference to Exhibit 10.6 to the Company’s Form F-1, as amended, filed with the SEC on November 21, 2024)
10.7†
Material contract between MMSB and Sea Sanctuary Sdn Bhd dated April 28, 2023 (incorporated by reference to Exhibit 10.7 to the Company’s Form F-1, as amended, filed with the SEC on November 21, 2024)
10.8†
Material contract between MMSB and Kheng Builders Sdn Bhd dated April 28, 2023 (incorporated by reference to Exhibit 10.8 to the Company’s Form F-1, as amended, filed with the SEC on November 21, 2024)
10.9†
Share Swap Agreement (incorporated by reference to Exhibit 10.9 to the Company’s Form F-1 filed with the SEC on August 8, 2024)
10.10†
Loan agreement between MMSB and Maybank dated April 5, 2023 (incorporated by reference to Exhibit 10.10 to the Company’s Form F-1 filed with the SEC on November 21, 2024)
10.11†
Independent Director Offer Letter between MHL and Ms. Lai Yee Yee (incorporated by reference to Exhibit 10.11 to the Company’s Form F-1 filed with the SEC on August 8, 2024)
10.12*
Form of Securities Purchase Agreement
14.1†
Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 14.1 to the Company’s Form F-1 filed with the SEC on August 8, 2024)
14.2†
Insider Trading Policy of the Registrant (incorporated by reference to Exhibit 14.2 to the Company’s Form F-1 filed with the SEC on August 8, 2024)
14.3†
Clawback Policy of the Registrant (incorporated by reference to Exhibit 14.3 to the Company’s Form F-1 filed with the SEC on August 8, 2024)
21.1†
List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Form F-1 filed with the SEC on August 8, 2024)
23.1*
Consent of WWC, P.C.
23.2*
Consent of SFAI MALAYSIA PLT
23.3*
Consent of Ogier (included in Exhibit 5.1)
24.1*
Power of Attorney
107*
Filing Fee table
†
Previously filed
*
Filed herewith
**
To be filed by amendment
II-
6

----- ea030845301ex-fee.htm -----
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
F-1
Megan Holdings Ltd.
Table 1: Newly Registered and Carry Forward Securities
Line Item Type
Security Type
Security Class Title
Notes
Fee Calculation
Rule
Amount Registered
Proposed Maximum Offering
Price Per Unit
Maximum Aggregate Offering Price
Fee Rate
Amount of Registration Fee
Newly Registered Securities
Fees to be Paid
Equity
Class A Ordinary Shares, par value US$0.003 per share ("Class A Ordinary Shares")
(1)
457(o)
$
$
8,250,000.00
0.000087
$
717.75
Total Offering Amounts:
$
8,250,000.00
717.75
Total Fees Previously Paid:
0.00
Total Fee Offsets:
0.00
Net Fee Due:
$
717.75
__________________________________________
Offering Note(s)
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder include such indeterminate number of additional Class A Ordinary Shares as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act, based on the proposed maximum aggregate offering price of 15,000,000 Class A Ordinary Shares at an assumed public offering price of US$0.55 per share.

----- ea030845301ex1-1.htm -----
EX-1.1
2
ea030845301ex1-1.htm
FORM OF PLACEMENT AGENCY AGREEMENT
Exhibit 1.1
PLACEMENT AGENCY AGREEMENT
Prime Number Capital, LLC
27F 12E 49th Street
New York, NY 10017
[●], 2026
Ladies and Gentlemen:
This letter (this “Agreement”) constitutes
the agreement between Megan Holdings Limited (the “Company,” “we” or “us”) and Prime Number Capital,
LLC (the “Placement Agent”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company,
on a reasonable best-efforts basis, in connection with the proposed offer and sale by the Company of up to 15,000,000 Class A Ordinary
Shares, par value US$0.003 per share (the “Class A Ordinary Shares”). The public offering price of the Class A shares is US$0.55
per share. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable best-efforts
basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities
or ensure the successful placement of the Securities or any portion thereof.
1.
Appointment as Exclusive Placement Agent.
On the basis of the representations, warranties,
covenants and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Company hereby
appoints the Placement Agent as its exclusive placement agent in connection with the offering of the Securities (“Offering”)
to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities
Act”), on Form F-1 (File No. 333-[●]), and the Placement Agent agrees to act as the Company’s exclusive placement agent.
Pursuant to this appointment, the Placement Agent will use its best efforts to arrange for the sale of the Securities by the Company.
The Placement Agent is not purchasing or selling any of the Securities offered by the prospectus and is not required to arrange for the
purchase or sale of any specific number or dollar amount of Securities. The Company acknowledges that under no circumstances will the
Placement Agent be obligated to underwrite or purchase any Securities for its own account. The Placement Agent may engage sub-agents or
selected dealers to assist with this Offering. The Placement Agent will solicit offers for the purchase of the Securities in the Offering
at such times and in such amounts as the Placement Agent deems advisable. The Company shall have the sole right to accept offers to purchase
Securities and may reject any such offer, in whole or in part. The Company and the Placement Agent shall negotiate the timing and terms
of the Offering and acknowledge that the Offering and the provision of the services related to the Offering are subject to market conditions
and the receipt of all required related clearances and approvals.
2.
Fees; Expenses; Other Arrangements.
A. Placement Agent’s Fee. As compensation
for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account
designated by the Placement Agent an amount equal to six percent (6.0%) of the aggregate gross proceeds raised in this Offering (the “Placement
Fee”), together with a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds received by the Company
from this Offering. The Placement Agent may deduct from the net proceeds of this Offering payable to the Company on the Closing Date the
Placement Fee and non-accountable expense allowance set forth herein.
B. Offering Expenses. The Company will be
responsible for and will pay all expenses relating to the Offering, including, without limitation, (a) all filing fees and expenses
relating to the registration of the Securities with the Commission; (b) all FINRA filing fees; (c) all fees and expenses relating to
the listing on the Nasdaq Capital Market (the “Exchange”); (d) the costs of all mailing and printing of the documents
related to the Offering; (e) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to
Investors; (f) the fees and expenses of the Company’s accountants; (g) the Placement Agent’s reasonable, documented,
out-of-pocket travel and due diligence expenses actually incurred in connection with the Offering; and (h) the reasonable,
documented fees and expenses of the Placement Agent’s counsel actually incurred in connection with the Offering; provided that
the aggregate amount of reimbursable expenses set forth in subsections (g)-(h) shall not exceed $100,000 if the Offering closes. The
Placement Agent shall provide reasonably detailed invoices and supporting documentation for all expenses for which reimbursement is
sought, and any advances or amounts previously reimbursed shall be credited against the applicable cap. The Placement Agent may
deduct from the net proceeds of the Offering payable to the Company on the Closing Date the documented expenses payable to the
Placement Agent under this Section 2.B. If the Offering does not close for any reason, the Company shall reimburse only the
reasonable, documented, out-of-pocket accountable expenses actually incurred by the Placement Agent in connection with the Offering,
including its counsel’s fees and expenses, in an aggregate amount not exceeding $[●], inclusive of any advances or
amounts previously paid in respect of such expenses. No Placement Fee or non-accountable expense allowance shall be payable in
respect of an Offering that does not close, without prejudice to any fee that subsequently becomes payable in accordance with
Section 2.D. Any unused expense advances shall be promptly returned to the Company. No expense may be reimbursed more than once.
C. Right of First Refusal. For a period of six
(6) months following the Closing Date of this Offering, the Placement Agent shall have an irrevocable right of first refusal to act as
lead book-running manager, lead placement agent or lead financial advisor, as applicable, with respect to at least eighty percent (80%)
of the economics for any public or private offering of equity, equity-linked or debt securities, or any other financing or capital-raising
transaction by the Company or any of its subsidiaries, subject to compliance with FINRA Rule 5110(g)(5)(B). Notwithstanding the foregoing,
this right shall apply only to securities offerings and capital-raising transactions for which the Company or the relevant subsidiary
seeks lead book-running, placement agency or financial advisory services of the type contemplated by this Agreement. It shall not apply
to ordinary-course bank loans or credit facilities, trade finance or trade credit facilities, intra-group funding or transfers, or transactions
outside such mandate. The Company shall notify the Placement Agent in writing of a proposed transaction subject to this Section 2.C and
the material proposed engagement terms. The Placement Agent shall have three (3) Business Days following receipt of such notice to elect
in writing to undertake the proposed role on those terms. If the Placement Agent declines or fails to respond within that period, the
Company and its subsidiaries may proceed with that transaction without further obligation to the Placement Agent under this Section 2.C.
Any entitlement to compensation under this Section 2.C is subject to the Placement Agent’s actual engagement pursuant to a mutually
executed written agreement and actual performance of the services contemplated thereby; no fee shall be payable merely by reason of the
existence, waiver or non-exercise of this right. This Section 2.C is subject to Section 5, and no amount shall be payable more than once
under this Section 2.C and Section 2.D in respect of the same proceeds.
2
D. Tail Financing. Subject to Section 5, if, within
six (6) months after the termination or expiration of the Placement Agent’s engagement (including termination upon the Closing Date),
the Company consummates a public or private offering of securities or other financing or capital-raising transaction with a Tail Investor,
the Placement Agent shall be entitled to receive the Placement Fee specified in Section 2.A solely with respect to gross proceeds actually
received by the Company from that Tail Investor in such transaction, and only to the extent that the investment results directly from
the Placement Agent’s substantive introduction and solicitation efforts during the engagement. A “Tail Investor” means
an investor first introduced to the Company by the Placement Agent during the engagement and specifically identified in a written list
delivered to the Company within five (5) Business Days after termination or expiration of the engagement. No investor omitted from that
timely delivered list shall qualify as a Tail Investor. An investor with whom the Company had a pre-existing relationship or substantive
financing discussions before the Placement Agent’s introduction, or whose investment is independently sourced by the Company or
another intermediary without reliance upon the Placement Agent’s efforts, shall not qualify as a Tail Investor. Merely contacting
or wall-crossing an investor shall not, without a substantive introduction and solicitation resulting in the investment, create any entitlement
to a tail fee. No tail fee shall be payable following termination for Cause, and no non-accountable expense allowance shall be payable
on a Tail Financing. Any fee otherwise payable under this Section 2.D shall be reduced by any fee paid or payable to the Placement Agent
under Section 2.C or another agreement in respect of the same proceeds, so that no duplicate compensation is payable. This Section 2.D
is subject to compliance with FINRA Rule 5110(g)(5)(B).
E. The services provided by the Placement Agent
hereunder are solely for the benefit of the Company and are not intended to confer any rights upon any persons or entities not a party
hereto (including, without limitation, securityholders, employees or creditors of the Company) as against the Placement Agent or its directors,
officers, agents and employees.
3.
Description of the Offering.
The Securities to be offered directly to various
investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”)
pursuant to a Securities Purchase Agreement between the Company and each Investor shall consist of up to up to 15,000,000 Class A Ordinary
Shares at a public offering price of US$0.55 per share, for aggregate gross proceeds of up to US$8,250,000. The Securities offered in
this Offering shall consist solely of Class A Ordinary Shares, and no warrants or units shall be issued in connection with this Offering.
3
4.
Delivery and Payment; Closing
.
The Company will deliver the Class A Ordinary
Shares to the Investors upon closing and receipt of investor funds for the purchase of the Securities offered pursuant to the prospectus.
There is no arrangement for funds to be received in escrow, trust or similar arrangement. The Company intends to complete one closing
of this Offering, and the Offering will terminate upon the completion of a single closing. Settlement of the Securities purchased by an
Investor shall be made as set forth in the Securities Purchase Agreement. On the Closing Date, the Securities to which the Closing relates
shall be delivered through such means as the parties to the Securities Purchase Agreement may hereafter agree. The Securities shall be
registered in such name or names and in such authorized denominations as set forth in the Securities Purchase Agreement. The term “Business
Day” means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated
by law to close in New York, New York.
5.
Term and Termination of Agreement.
The term of this Agreement will commence upon
its execution and will terminate on the earliest of (i) completion of the closing of the Offering, (ii) [●] (the “Outside
Date”), unless extended by mutual written agreement, and (iii) earlier termination pursuant to this Section 5. Either party may
terminate this Agreement at any time upon ten (10) days’ prior written notice to the other party. The Company may terminate the
engagement immediately for Cause upon written notice to the Placement Agent specifying the grounds for termination. “Cause”
means (a) a material breach of this Agreement by the Placement Agent, (b) gross negligence, willful misconduct or fraud by the Placement
Agent in connection with the engagement, or (c) the Placement Agent’s material failure to provide the services contemplated by this
Agreement. Notwithstanding Sections 2, 9, 10, 11 or 19 or any other provision of this Agreement, termination for Cause shall immediately
extinguish all tail fee rights under Section 2.D and any unexercised or surviving right of first refusal under Section 2.C, and no termination
fee, tail fee or payment in respect of such right of first refusal shall be payable following such termination. Termination shall not
affect fees already earned upon a completed closing before termination or reimbursement of expenses properly payable under Section 2.B,
subject to its applicable cap, and shall not waive any accrued claim of the Company. Subject to the foregoing and the express periods
and conditions applicable to each provision, the provisions concerning confidentiality, indemnification, contribution, advancement, representations
and warranties, properly accrued payment and reimbursement obligations, limitation of liability and governing law shall survive expiration
or termination. No survival provision shall revive an expired restriction or a right extinguished under this Section 5, extend a stated
contractual period, or create an entitlement to an unearned fee.
6.
Permitted Acts.
Nothing in this Agreement shall be construed to
limit the ability of the Placement Agent, its officers, directors, employees, agents, associated persons and any individual or entity
“controlling,” “controlled by,” or “under common control” with the Placement Agent (as those terms
are defined in Rule 405 under the Securities Act) to conduct its business including without limitation the ability to pursue, investigate,
analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with any individual or corporation,
partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government
(or an agency or subdivision thereof) or other entity of any kind.
4
7.
Representations, Warranties and Covenants
of the Company.
As of the date and time of the execution of this
Agreement, the Closing Date and the Initial Sale Time (as defined herein), the Company (i) makes such representations and warranties to
the Placement Agent as the Company makes to the Investors pursuant to the Securities Purchase Agreement, and (ii) further represents,
warrants and covenants to the Placement Agent, other than as disclosed in Prospectus (as defined below) or in any of its filings with
the Securities and Exchange Commission (the “Commission”) that are incorporated by reference into the Registration Statement
(as defined below), that:
A. Registration Matters.
i. The Company has filed with the Commission a
registration statement on Form F-1 (File No. 333-[●]) including a related prospectus, for the registration of up to 15,000,000 Class
A Ordinary Shares to be offered and sold by the Company in the Offering under the Securities Act and the rules and regulations thereunder
(the “Securities Act Regulations”). The “Registration Statement,” as of any time, means such registration statement
as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time. The prospectus
set forth in the Registration Statement in the form first used to confirm sales of the Securities is hereinafter referred to as the “Prospectus,”
and the term “Preliminary Prospectus” means any preliminary form of the Prospectus specifically related to the Securities
filed with the Commission by the Company with the consent of the Placement Agent.
ii. All references in this Agreement to financial
statements and schedules and other information which is “contained,” “included” or “stated” (or other
references of like import) in the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include all
such financial statements and schedules and other information incorporated or deemed incorporated by reference in the Registration Statement,
such Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references
in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed
to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
rules and regulations thereunder (the “Exchange Act Regulations”), incorporated or deemed to be incorporated by reference
in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, at or after the execution and delivery
of this Agreement.
iii. The term “Disclosure Package”
means (i) the Preliminary Prospectus, as most recently amended or supplemented immediately prior to the Initial Sale Time (as defined
herein), and (ii) the Issuer Free Writing Prospectuses (as defined below), if any, identified in Schedule I hereto.
iv. The term “Issuer Free Writing Prospectus”
means any issuer free writing prospectus, as defined in Rule 433 of the Securities Act Regulations. The term “Free Writing Prospectus”
means any free writing prospectus, as defined in Rule 405 of the Securities Act Regulations.
v. Any Preliminary Prospectus when filed with
the Commission, and the Registration Statement as of each effective date and as of the date hereof, complied or will comply, and the Prospectus
and any further amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus will, when they
become effective or are filed with the Commission, as the case may be, comply, in all material respects, with the requirements of the
Securities Act and the Securities Act Regulations; and the documents incorporated by reference in the Registration Statement, any Preliminary
Prospectus or the Prospectus complied, and any further documents so incorporated will comply, when filed with the Commission, in all material
respects to the requirements of the Exchange Act and Exchange Act Regulations.
5
vi. The issuance by the Company of the Securities
has been registered under the Securities Act. The Securities will be issued pursuant to the Registration Statement and will be freely
transferable and freely tradable by each of the Investors without restriction, unless otherwise restricted by applicable law or regulation.
The Company is eligible to use Form F-1 under the Securities Act.
B. Stock Exchange Listing. The Class A Ordinary
Shares are listed on The Nasdaq Capital Market under the symbol “MGN.”
C. No Stop Orders, etc. Neither the Commission
nor, to the Company’s knowledge, any state regulatory authority has issued any order preventing or suspending the use of the Registration
Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to the Company’s knowledge, threatened to institute, any
proceedings with respect to such an order. The Company has complied with each request (if any) from the Commission for additional information.
D. Disclosures in Registration Statement.
i. Compliance with Securities Act and 10b-5 Representation.
(a) Each of the Registration Statement and any
post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Securities
Act and the Securities Act Regulations. The Preliminary Prospectus and the Prospectus, at the time each was or will be filed with the
Commission, complied or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations.
The Preliminary Prospectus delivered to the Placement Agent for use in connection with this Offering and the Prospectus was or will be
identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted
by Regulation S-T.
(b) None of the Registration Statement, any amendment
thereto, or the Preliminary Prospectus, as of 11:00 p.m. (Eastern time) on the date hereof (the “Initial Sale Time”), and
at the Closing Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to statements made or statements omitted in reliance upon and in conformity with written information
furnished to the Company with respect to the Placement Agent by the Placement Agent expressly for use in the Registration Statement or
any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Placement
Agent consists solely of the following disclosure contained in the “Plan of Distribution” section of the Prospectus: (i) the
name of the Placement Agent, and (ii) the information regarding its fees and expenses (the “Placement Agent’s Information”).
(c) The Disclosure Package, as of the
Initial Sale Time and at the Closing Date, did not, does not and will not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading; and each Issuer Free Writing Prospectus does not conflict with the information contained in the Registration
Statement, any Preliminary Prospectus, or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented by and taken
together with the Preliminary Prospectus as of the Initial Sale Time, did not include an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty shall not apply to statements made or statements
omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Placement Agent by
the Placement Agent expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus or any amendment
thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of any Placement
Agent consists solely of the Placement Agent’s Information; and
6
(d) Neither the Prospectus nor any amendment or
supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), or at the Closing Date,
included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to the Placement Agent’s Information.
ii. Disclosure of Agreements. The agreements and
documents described in the Registration Statement, the Disclosure Package and the Prospectus conform in all material respects to the descriptions
thereof contained therein and there are no agreements or other documents required by the Securities Act and the Securities Act Regulations
to be described in the Registration Statement, the Disclosure Package and the Prospectus or to be filed with the Commission as exhibits
to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or
described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration
Statement, the Disclosure Package and the Prospectus, and (ii) is material to the Company’s business, has been duly authorized and validly
executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s
knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision
may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may
be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge,
any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving
of notice, or both, would constitute a default thereunder, except as disclosed in the Registration Statement, the Disclosure Package and
the Prospectus. To the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will
not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court,
domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating
to environmental laws and regulations.
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iii. Changes After Dates in Registration Statement.
(a) No Material Adverse Change. Since the respective
dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise specifically
stated therein: (i) there has been no material adverse change in the financial position or results of operations of the Company, nor any
change or development that, singularly or in the aggregate, would involve a material adverse change, in or affecting the condition (financial
or otherwise), results of operations, business, assets or prospects of the Company (a “Material Adverse Change”); (ii) there
have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; and (iii) no officer
or director of the Company has resigned from any position with the Company.
(b) Recent Securities Transactions, etc. Subsequent
to the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, and
except as may otherwise be indicated or contemplated herein or disclosed in the Registration Statement, the Disclosure Package and the
Prospectus, the Company has not: (i) issued any securities (other than (i) grants under any share compensation plan and (ii) Ordinary
Shares issued upon the exercise or conversion of option, warrants or convertible securities described in the Registration Statement, the
Disclosure Package and the Prospectus) or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared
or paid any dividend or made any other distribution on or in respect to its capital stock.
E. Transactions Affecting Disclosure to FINRA.
i. Finder’s Fees. There are no claims, payments,
arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any
executive officer or director of the Company with respect to the sale of the Securities hereunder or any other arrangements, agreements
or understandings of the Company or, to the Company’s knowledge, any of its stockholders.
ii. Payments Within Twelve (12) Months. Except
as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company has not made any direct or indirect
payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such
person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA
member; or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve
(12) months prior to the date hereof, other than the payment to the Placement Agent as provided hereunder in connection with the Offering.
iii. Use of Proceeds. None of the net proceeds
of the Offering will be paid by the Company to any participating FINRA member or its affiliates, except as specifically authorized herein.
iv. FINRA Affiliation. There is no (i) officer
or director of the Company, (ii) to the Company’s knowledge, beneficial owner of 10% or more of any class of the Company’s securities
or (iii) to the Company’s knowledge, beneficial owner of the Company’s unregistered equity securities which were acquired during
the 180-day period immediately preceding the submission of the confidential Registration Statement that is an affiliate or associated
person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).
8
F. Integration. Neither the Company, nor any of
its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or
solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated with prior offerings by the
Company for purposes of the Securities Act that would require the registration of any such securities under the Securities Act.
G. Restriction on Sales of Capital Stock. The
Company, on behalf of itself and any successor entity, agrees that, for a period of six (6) months following the Closing Date of this
Offering, it will not, directly or indirectly issue, offer, sell, contract to sell, grant any option to purchase, or otherwise dispose
of any Class A Ordinary Shares or any securities convertible into, exercisable for, or exchangeable for Class A Ordinary Shares, other
than securities issued pursuant to (i) a registration statement on Form S-8 or (ii) a shelf registration statement on Form F-3 with the
prior written consent of the Placement Agent. The Company also agrees that, during the same six (6) month period, it will not enter into
or consummate any financing or capital-raising transaction, including any equity line of credit, equity financing, convertible bond, convertible
note, other equity-linked financing, or variable rate transaction, without the prior written consent of the Placement Agent.
H. Lock-Up Agreements. In connection with this
Offering, each of Company’s officers, directors and certain holders of the Company’s share capital as set forth on Schedule
II attached hereto (the “Restricted Holders”) shall deliver to the Placement Agent an executed lock-up agreement, mutually
agreed upon by the Company and the Placement Agent and in the form attached as Exhibit A hereto (the “Lock-Up Agreement”).
Pursuant to such lock-up agreements, such parties will agree, subject to customary exceptions, not to offer, sell, contract to sell, pledge,
grant any option to purchase, make any short sale of, or otherwise transfer or dispose of, directly or indirectly, any Class A Ordinary
Shares or any securities convertible into, exercisable for, or exchangeable for Class A Ordinary Shares, for a period of 180 days following
the Closing Date of this Offering.
8.
Conditions of the Obligations of the Placement
Agent.
The obligations of the Placement Agent hereunder
shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 7 hereof, in each
case as of the date hereof and as of the Closing Date as though then made, to the timely performance by each of the Company of its covenants
and other obligations hereunder on and as of such dates, and to each of the following additional conditions:
A. Regulatory Matters.
i. Effectiveness of Registration Statement; Rule
424 Information. The Registration Statement is effective on the date of this Agreement, and, on the Closing Date no stop order suspending
the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order
preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes
have been instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with
each request (if any) from the Commission for additional information. All filings with the Commission required by Rule 424 under the Securities
Act to have been filed by the Closing Date shall have been made within the applicable time period prescribed for such filing by Rule 424.
9
ii. FINRA Clearance. On or before the Closing
Date, the Placement Agent shall have received clearance from FINRA as to the amount of compensation allowable or payable to the Placement
Agent as described in the Registration Statement.
iii. Listing of Additional Shares. On or before
the Closing Date, the Company shall have filed a notice with the Exchange with respect to the Company’s additional listing of the
securities sold in the Offering.
B. Company Counsel Matters. On the Closing Date,
the Placement Agent shall have received the favorable opinion and negative assurance letter of Ortoli Rosenstadt LLP, U.S. securities
counsel for the Company; Ogier, Cayman Islands counsel for the Company, or of other counsels reasonably satisfactory to the Placement
Agent, in each case dated the Closing Date and addressed to the Placement Agent, and in each case substantially in form and substance
reasonably satisfactory to the Placement Agent.
C. Intentionally deleted.
D. Officers’ Certificate. On the Closing
Date, the Placement Agent shall have received a certificate of the chief executive officer and chief financial officer of the Company,
dated the Closing Date, to the effect that, (i) such officers have carefully examined the Registration Statement, the Disclosure Package,
any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, as
of the Initial Sale Time and through the Closing Date did not include any untrue statement of a material fact and did not omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Disclosure Package,
as of the Initial Sale Time through the Closing Date, any Issuer Free Writing Prospectus as of its date and as of the Closing Date, the
Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any
untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the
light of the circumstances in which they were made, not misleading; and (ii) as of the Closing Date the representations and warranties
of the Company contained herein and in the Securities Purchase Agreement were and are accurate in all material respects, and that the
obligations to be performed by the Company hereunder have been fully performed in all material respects.
E. Secretary’s Certificate. On the Closing
Date, the Placement Agent shall have received from the Company a certificate of the corporate secretary of the Company, dated the Closing
Date, certifying to the organizational documents of the Company, good standing in the jurisdiction of formation of the Company and board
resolutions authorizing the Offering of the Securities.
F. Intentionally deleted.
G. No Material Changes. Prior to and on the Closing
Date: (i) there shall have been no Material Adverse Change or development involving a prospective Material Adverse Change in the condition
or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set
forth in the Registration Statement, the Disclosure Package and the Prospectus; (ii) no action, suit or proceeding, at law or in equity,
shall have been pending or threatened against the Company or any affiliates of the Company before or by any court or federal or state
commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the
business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the
Disclosure Package and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor
shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Disclosure Package and the Prospectus
and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance
with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities
Act and the Securities Act Regulations, and neither the Registration Statement, the Disclosure Package nor the Prospectus nor any amendment
or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
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H. Delivery of Agreements.
(i) Lock-Up Agreements. On or before the Closing
Date, the Company shall have delivered to the Placement Agent executed copies of the Lock-Up Agreement from each of the Company’s
officers, directors and the Restricted Holders.
I. Additional Documents. At the Closing Date,
Placement Agent’s counsel shall have been furnished with such documents and opinions as it may require in order to evidence the
accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and
substance to the Placement Agent and Placement Agent’s counsel.
9.
Indemnification and Contribution; Procedures
.
A. Indemnification of the Placement Agent. The
Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling such Placement Agent (within
the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates
and each such controlling person (the Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified
Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),
and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified
Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment
of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether
or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material
fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer
Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided to Investors
by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road show” or investor
presentations made to Investors by the Company (whether in person or electronically); or (iii) any application or other document or written
communication (in this Section 9, collectively called “application”) executed by the Company or based upon written information
furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission,
any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s
information. Any advancement shall be conditioned upon the recipient’s written undertaking to repay promptly any amounts ultimately
determined by a court of competent jurisdiction in a final, non-appealable judgment, or agreed in a written settlement, not to be indemnifiable
under this Agreement. For purposes of this Agreement, “Placement Agent’s Information” means only written information
concerning the Placement Agent furnished by the Placement Agent to the Company expressly for inclusion in the applicable offering document
and identified in writing by the Placement Agent as such; no other information shall be deemed to be Placement Agent’s Information.
Each Indemnified Person is an intended third party beneficiary with the same rights to enforce the indemnification that each Indemnified
Person would have if he was a party to this Agreement.
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B. Procedure. Upon receipt by an Indemnified Person
of actual notice of an action against such Indemnified Person with respect to which indemnity may reasonably be expected to be sought
under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified Person
so to notify the Company shall not relieve the Company from any obligation or liability which the Company may have on account of this
Section 9 or otherwise to such Indemnified Person, except to the extent (and only to the extent) that its ability to assume the defense
of any such action (as contemplated in the next sentence) is actually impaired by such failure or delay. The Company shall have the right,
and shall if requested by the Placement Agent, assume the defense of any such action (including the employment of counsel reasonably satisfactory
to the Placement Agent). Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in
the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company
has failed promptly to assume the defense and employ counsel for the benefit of the Placement Agent and the other Indemnified Persons
or (ii) such Indemnified Person shall have been advised that in the opinion of counsel that there is an actual or potential conflict of
interest that prevents (or makes it imprudent for) the counsel engaged by the Company for the purpose of representing the Indemnified
Person, to represent both such Indemnified Person and any other person represented or proposed to be represented by such counsel, it being
understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (together with local counsel),
representing the Placement Agent and all Indemnified Persons who are parties to such action. The Company shall not be liable for any settlement
of any action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without
the prior written consent of the Placement Agent, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate
any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder
(whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an
unconditional release of each Indemnified Person, acceptable to such Indemnified Party, from all Liabilities arising out of such action
for which indemnification or contribution may be sought hereunder and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any Indemnified Person. Subject to the exclusions, repayment undertaking and enforcement-cost
limitations in Section 9.A, the advancement, reimbursement, indemnification and contribution obligations of the Company required hereby
shall be satisfied by periodic payments of the amount thereof during the course of the investigation or defense, as every Liability and
Expense is incurred and is due and payable, and in such amounts as fully satisfy each and every Liability and Expense as it is incurred
(and in no event later than 30 days following the date of any invoice therefor).
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C. Indemnification of the Company. The Placement
Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons
who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities,
but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement,
any Preliminary Prospectus, the Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict
conformity with, the Placement Agent’s Information. In case any action shall be brought against the Company or any other person
so indemnified based on any Preliminary Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment
or supplement thereto, and in respect of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the
rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to
the Placement Agent by the provisions of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of
any litigation or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities
or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided,
that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which
the Placement Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent is
materially prejudiced as a proximate result of such failure.
D. Contribution. In the event that a court of
competent jurisdiction makes a finding that indemnity is unavailable to any indemnified person, then each indemnifying party shall contribute
to the Liabilities and Expenses paid or payable by such indemnified person in such proportion as is appropriate to reflect (i) the relative
benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other hand, of the matters
contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted by applicable law,
not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent and any other Indemnified
Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as well as any other relevant
equitable considerations; provided that, subject to the exclusions in Section 9.A, in no event shall the Company contribute less than
the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess
of the amount of commissions actually received by the Placement Agent pursuant to this Agreement. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the one hand or the Placement Agent on the other and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the
Placement Agent agree that it would not be just and equitable if contributions pursuant to this subsection (D) were determined by pro
rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in
this subsection (D). For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agent
on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as: (a) the total value
received by the Company in the Offering, whether or not such Offering is consummated, bears to (b) the commissions paid to the Placement
Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section
11(f) of the Securities Act shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.
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E. Limitation. No Indemnified Person shall have
any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services
rendered or to be rendered pursuant to this Agreement, the transactions contemplated hereby, or such Indemnified Person’s actions
or inactions in connection therewith, except to the extent that the Company’s Liabilities or Expenses are caused by such Indemnified
Person’s gross negligence, willful misconduct, fraud or material breach of this Agreement. This Section 9.E and Section 10 shall
not limit the Placement Agent’s express indemnification or contribution obligations under this Section 9, and shall not be construed
to require that the relevant conduct be the sole or primary cause of the Company’s loss.
F. Survival. The advancement, reimbursement, indemnity
and contribution obligations set forth in this Section 9 shall remain in full force and effect regardless of any termination of, or the
completion of any Indemnified Person’s services under or in connection with, this Agreement. Each Indemnified Person is an intended
third-party beneficiary of this Section 9, and has the right to enforce the provisions of Section 9 as if he/she/it was a party to this
Agreement.
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. Limitation of Placement Agent Liability
to the Company.
Neither the Placement Agent nor any of its affiliates
or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its security holders or creditors, or any
person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in contract or tort, for an act of negligence
or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement
or the services rendered hereunder, except to the extent caused by the gross negligence, willful misconduct, fraud or material breach
of this Agreement by the person seeking the benefit of this limitation. This Section 10 is subject to Section 9.E and shall not limit
the Placement Agent’s express indemnification or contribution obligations under Section 9. Neither this Section 10 nor Section 9.E
requires that the relevant conduct be the sole or primary cause of the loss.
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11.
Limitation of Engagement to the Company.
The Company acknowledges that the Placement Agent
has been retained only by the Company, that the Placement Agent is providing services hereunder as an independent contractor (and not
in any fiduciary or agency capacity) and that the Company’s engagement of the Placement Agent is not deemed to be on behalf of,
and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as
against the Placement Agent or any of its affiliates, or any of its respective officers, directors, controlling persons (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing
by the Placement Agent, no one other than the Company is authorized to rely upon any statement or conduct of the Placement Agent in connection
with this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by the Placement Agent to the
Company in connection with the Placement Agent’s engagement is intended solely for the benefit and use of the Company’s management
and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any
rights or remedies upon, any other person or be used or relied upon for any other purpose. The Placement Agent shall not have the authority
to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced
to it by the Placement Agent. If any purchase agreement and/or related transaction documents are entered into between the Company and
the investors in the Offering, the Placement Agent will be entitled to rely on the representations, warranties, agreements and covenants
of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties, agreements
and covenants were made directly to the Placement Agent by the Company.
12.
Amendments and Waivers.
No supplement, modification or waiver of this
Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise any right or
remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver
be deemed or constitute a continuing waiver unless otherwise expressly provided.
13.
Confidentiality.
In the event of the consummation or public announcement
of any Offering, the Placement Agent shall have the right to disclose its participation in such Offering, including, without limitation,
the placement at its cost of “tombstone” advertisements in financial and other newspapers and journals. The Placement Agent
agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes
other than those contemplated under this Agreement.
14.
Headings.
The headings of the various sections of this Agreement
have been inserted for convenience of reference only and will not be deemed to be part of this Agreement.
15
15.
Counterparts.
This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original and all such
counterparts shall together constitute one and the same instrument. The words “execution,” “signed” and “signature”
and words of like import in this Agreement and all documents relating thereto, shall (to the extent permissible under governing documents)
include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,”
“tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use
of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent,
communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed
signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation,
the Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other
applicable law.
16.
Severability.
The invalidity, illegality or unenforceability
of any section, paragraph or provision of this Agreement shall not affect the validity, legality or enforceability of any other section,
paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid, illegal
or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid
and enforceable.
17.
Use of Information.
The Company will furnish the Placement Agent such
written information as the Placement Agent reasonably requests in connection with the performance of its services hereunder. The Company
understands, acknowledges and agrees that, in performing its services hereunder, the Placement Agent will use and rely entirely upon such
information as well as publicly available information regarding the Company and other potential parties to an Offering and that the Placement
Agent does not assume responsibility for independent verification of the accuracy or completeness of any information, whether publicly
available or otherwise furnished to it, concerning the Company or otherwise relevant to an Offering, including, without limitation, any
financial information, forecasts or projections considered by the Placement Agent in connection with the provision of its services.
18.
Absence of Fiduciary Relationship.
The Company acknowledges and agrees that: (a)
the Placement Agent has been retained solely to act as Placement Agent in connection with the sale of the Securities and that no fiduciary,
advisory or agency relationship between the Company and the Placement Agent has been created in respect of any of the transactions contemplated
by this Agreement, irrespective of whether the Placement Agent has advised or is advising the Company on other matters; (b) the Purchase
Price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length
negotiations with the Investors and the Company is capable of evaluating and understanding and understands and accepts the terms, risks
and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Placement Agent and its affiliates
are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that the Placement Agent
has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship;
and (d) it has been advised that the Placement Agent is acting, in respect of the transactions contemplated by this Agreement, solely
for the benefit of the Placement Agent, and not on behalf of the Company and that the Placement Agent may have interests that differ from
those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agent
arising from an alleged breach of fiduciary duty in connection with the Offering.
16
19.
Survival of Indemnities, Representations,
Warranties, Etc.
The respective indemnities, covenants, agreements,
representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them
respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf
of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of and payment for
the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 5,
the payment, reimbursement, indemnity, contribution, advancement and limitation of liability agreements contained in Sections 2, 9, 10,
and 11, and the Company’s covenants, representations, and warranties set forth in this Agreement, shall not terminate and shall
remain in full force and effect at all times. The indemnity and contribution provisions contained in Section 9 and the covenants, warranties
and representations of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of any of the Placement Agent, any person who controls either
of the Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or any affiliate
of the Placement Agent, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and (iii) the issuance and delivery of the Securities.
Notwithstanding the foregoing, all survival under this Section 19 is subject to the express limitations, termination consequences and
contractual periods set forth in Sections 2, 5 and 9; no provision of this Section 19 shall preserve any tail fee right or right of first
refusal extinguished upon termination for Cause, revive an expired restriction or create any entitlement to an unearned fee.
20.
Governing Law.
This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed therein,
without regard to its choice of law provisions. Any disputes that arise under this Agreement, even after the termination of this
Agreement, will be heard only in the state or federal courts located in the City and County of New York, Borough of Manhattan. The
parties hereto expressly agree to submit themselves to the jurisdiction of the foregoing courts in the City and County of New York,
Borough of Manhattan. The parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of
any court sitting in the City and County of New York, Borough of Manhattan.
17
21.
Notices.
All communications hereunder shall be in writing
and shall be mailed or hand delivered and confirmed to the parties hereto as follows:
If to the Company:
Megan Holdings Limited
B-01-07, Gateway Corporate Suites
Gateway Kiaramas
No.1, Jalan Desa Kiara
50480 Mont Kiara
Kuala Lumpur, Malaysia
Attention: [TO BE CONFIRMED]
If to the Placement Agent:
Prime Number Capital, LLC
27F 12E 49th Street
New York, NY 10017
Attention: [PLACEMENT AGENT CONTACT]
Any party hereto may change the address for receipt
of communications by giving written notice to the others.
22.
Miscellaneous.
This Agreement constitutes the entire agreement
of the Placement Agent and the Company, and supersedes any prior agreements, with respect to the subject matter hereof. If any provision
of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any
other respect, and the remainder of this Agreement shall remain in full force and effect.
23.
Successors.
This Agreement will inure to the benefit of and
be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling persons referred to in
Section 9 hereof, and to their respective successors, and personal representatives, and, except as set forth in Section 9 of this Agreement,
no other person will have any right or obligation hereunder.
[SIGNATURE PAGE TO FOLLOW]
18
In acknowledgment that the foregoing correctly
sets forth the understanding reached by the Placement Agent and the Company, and intending to be legally bound, please sign in the space
provided below, whereupon this letter shall constitute a binding agreement as of the date executed.
Very truly yours,
Megan Holdings Limited
By:
Name:
Title:
Confirmed as of the date first written above:
PRIME NUMBER CAPITAL, LLC
By:
Name:
[●]
Title:
[●]
[Signature Page to Placement Agency Agreement]
19
SCHEDULE I
Issuer General Use Free Writing Prospectuses
None.
20
SCHEDULE II
Restricted Holders
[MGN RESTRICTED HOLDERS — TO BE INSERTED]
21
Exhibit A
Lock-Up Agreement
[●], 2026
Prime Number Capital, LLC
27F 12E 49th Street
New York, NY 10017
Ladies and Gentlemen:
The undersigned understands that Prime Number
Capital, LLC (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with
Megan Holdings Limited (the “Company”), providing for the public offering (the “Public Offering”) of up to 15,000,000
Class A Ordinary Shares of the Company at a public offering price of US$0.55 per share, for aggregate gross proceeds of up to US$8,250,000.
To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without
the prior written consent of the Placement Agent, the undersigned will not, and will cause all affiliates (as defined in Rule 144 promulgated
under the Securities Act of 1933, as amended) of the undersigned or any person in privity with the undersigned or any affiliate of the
undersigned not to, during the period commencing on the closing date of the Public Offering and ending six (6) months thereafter (the
“Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or
indirectly, any Class A Ordinary Shares, any securities convertible into or exercisable or exchangeable for Class A Ordinary Shares, whether
now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition
(collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of the Lock-Up Securities; (3) establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended
and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any Class A Ordinary Shares
owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership
within the rules and regulations of the Securities and Exchange Commission, whether any such transaction described in clause (1), (2)
or (3) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (4) make any demand for or exercise any right with
respect to the registration of any Lock-Up Securities; or (5) publicly disclose the intention to make any offer, sale, pledge or disposition,
or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.
The undersigned also agrees and consents to the
entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s
Lock-Up Securities except in compliance with this lock-up agreement.
22
No provision in this agreement shall be deemed
to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible
into Class A Ordinary Shares, as applicable; provided that the undersigned does not transfer the Class A Ordinary Shares acquired on such
exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement.
In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1”
plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities
within the Lock-Up Period); provided that no Lock-Up Securities may be sold within the Lock-Up Period pursuant to any such “10b5-1”
plan. The undersigned understands that the Company and the Placement Agent are relying upon this lock-up agreement in proceeding toward
consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding
upon the undersigned’s heirs, legal representatives, successors and assigns.
This lock-up agreement is intended for the benefit
of the parties hereto and their respective successors and permitted assigns (which do not include any investors in the offering referenced
herein) and is not for the benefit of, nor may any provisions hereof be enforced by, any other person (including any investors in the
offering referenced herein).
The undersigned understands that, if the Agreement
is terminated prior to payment for and delivery of the securities to be sold in the Public Offering, then this lock-up agreement shall
be void and of no further force or effect.
Whether or not the Public Offering actually occurs
depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Agreement, the terms
of which are subject to negotiation between the Company and the Placement Agent.
[SIGNATURE PAGE TO FOLLOW]
23
Very truly yours,
Name of Restricted Holder: [●]
By:
Name:
[●]
Title:
[●]
Date:
[●]
[Signature Page to Lock-Up Agreement]
24

----- ea030845301ex10-12.htm -----
EX-10.12
5
ea030845301ex10-12.htm
FORM OF SECURITIES PURCHASE AGREEMENT
Exhibit 10.12
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “Agreement”)
is dated as of [●], 2026, between Megan Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands
(the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns,
a “Purchaser” and collectively the “Purchasers”).
WHEREAS, subject to the terms and conditions set
forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires
to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of
the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual
covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
the Company and each Purchaser agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. In addition to the terms defined
elsewhere in this Agreement, the following terms shall have the meanings set forth in this Section 1.1:
“Acquiring Person” shall have the
meaning ascribed to such term in Section 4.5.
“Action” means any 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.
“Affiliate” means any Person that,
directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such
terms are used in and construed under Rule 405 under the Securities Act.
“Applicable Laws” means all applicable
laws, statutes, rules, regulations, ordinances, judgments, orders and decrees of any Governmental Authority.
“Board of Directors” means the board
of directors of the Company.
“Business Day” means any day other
than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed;
provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to
“stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions
or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer
systems (including for wire transfers) of commercial banks in The City of New York are generally open for use by customers on such day.
“Cayman Counsel” means Ogier.
“Class A Ordinary Shares” means the
Company’s Class A ordinary shares, par value US$0.003 per share.
“Closing” means the closing of the
purchase and sale of the Securities pursuant to Section 2.1.
“Closing Date” means the Trading Day
on which all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities have been satisfied or waived.
“Commission” means the United States
Securities and Exchange Commission.
“Company Counsel” means Ortoli Rosenstadt
LLP.
“Disclosure Time” means (i) if this
Agreement is executed before 9:00 a.m. (New York City time) on a Trading Day, 9:00 a.m. (New York City time) on that Trading Day, or (ii)
if this Agreement is executed at or after 9:00 a.m. (New York City time) on a Trading Day or on a day that is not a Trading Day, 9:00
a.m. (New York City time) on the next Trading Day, in each case unless the Company and the Purchasers mutually agree in writing to an
earlier disclosure time.
“DWAC” means Deposit/Withdrawal at
Custodian.
“Evaluation Date” shall have the meaning
ascribed to such term in Section 3.1(t).
“Exchange Act” means the Securities
Exchange Act of 1934, as amended.
“Exempt Issuance” means (a) the issuance
of the Securities in this Offering; (b) the exercise, conversion or exchange of options, warrants or convertible or exchangeable securities
outstanding on the date of this Agreement and the issuance of underlying securities in accordance with their existing terms, including
adjustments provided for therein, provided that such terms are not subsequently amended to introduce or increase variable-price features;
(c) ordinary-course grants or issuances of shares, options or other equity awards to employees, officers, directors or consultants for
bona fide services pursuant to equity incentive or employee benefit plans approved by the Board of Directors, and issuances upon exercise,
vesting or settlement of such awards; (d) the issuance of securities as consideration in bona fide acquisitions, mergers, business combinations
or purchases of assets approved by the Board of Directors, including related earn-out consideration, where the primary purpose is not
to raise capital; and (e) the issuance of Class A Ordinary Shares upon conversion of Class B ordinary shares in accordance with the Company’s
articles of association. No issuance described in clause (d) shall be excluded from this definition solely because the securities are
registered or carry registration rights.
“FCPA” means the Foreign Corrupt Practices
Act of 1977, as amended.
“GAAP” means United States generally
accepted accounting principles.
“Governmental Authority” means any
federal, state, local, foreign or other governmental, quasi-governmental, judicial or regulatory authority.
“Intellectual Property Rights” shall
have the meaning ascribed to such term in Section 3.1(q).
2
“Liens” means a lien, charge, pledge,
security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material Adverse Effect” shall have
the meaning assigned to such term in Section 3.1(b).
“Material Permits” shall have the
meaning ascribed to such term in Section 3.1(n).
“Nasdaq” means The Nasdaq Capital
Market.
“Offering” means the Company’s
reasonable best-efforts public offering of up to 15,000,000 Class A Ordinary Shares pursuant to the Registration Statement and Prospectus.
“Ordinary Shares” means the Class
A ordinary shares of the Company, par value US$0.003 per share.
“Ordinary Shares Equivalents” means
any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.
“Per Share Purchase Price” means US$0.55
per Share.
“Person” means any individual, corporation,
partnership, trust, limited liability company, association, governmental authority or other entity.
“Placement Agent” means Prime Number
Capital LLC.
“Placement Agent Counsel” means Ye
& Associates, P.C.
“Pricing Prospectus” means the preliminary
prospectus included in the Registration Statement immediately prior to execution of this Agreement.
“Proceeding” means an action, claim,
suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition),
whether commenced or threatened.
“Prospectus” means the final prospectus
filed with the Commission pursuant to Rule 424(b).
“Purchaser Party” shall have the meaning
ascribed thereto in Section 4.7.
“Registration Statement” means the
Company’s effective Registration Statement on Form F-1 (File No. 333- [●]), including all exhibits and financial statements
and any prospectus supplement relating thereto.
“Required Approvals” means all consents,
approvals, authorizations and orders required for the consummation of the transactions contemplated by this Agreement, including the effectiveness
of the Registration Statement and applicable Nasdaq notifications.
3
“Rule 144” means Rule 144 promulgated
by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“Rule 424” means Rule 424 promulgated
by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“Rule 462(b) Registration Statement”
means any registration statement prepared by the Company registering additional Securities, which was filed with the Commission on or
prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by the Commission pursuant to the Securities
Act.
“SEC Reports” means all reports, schedules,
forms, statements and other documents filed by the Company with the Commission pursuant to the Securities Act or the Exchange Act, including
the Registration Statement and the Prospectus, and all exhibits thereto and documents incorporated by reference therein.
“Securities” means the Ordinary Shares.
“Securities Act” means the Securities
Act of 1933, as amended.
“Shares” means the up to 15,000,000
Class A Ordinary Shares to be issued and sold by the Company to the Purchasers pursuant to this Agreement.
“Short Sales” means all “short
sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing
Ordinary Shares).
“Subscription Amount” means, with
respect to each Purchaser, the aggregate purchase price to be paid by such Purchaser for the Securities purchased hereunder, as set forth
on such Purchaser’s signature page.
“Subsidiary” shall have the meaning
ascribed thereto in Section 3.1(a).
“Trading Day” means a day on which
Nasdaq is open for trading.
“Trading Market” means any of the
following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the date in question: the NYSE American,
the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors
to any of the foregoing).
“Transaction Documents” means this
Agreement and all exhibits and schedules hereto and any other agreements or instruments executed in connection with the transactions contemplated
hereby.
“Transfer Agent” means VStock Transfer,
LLC.
4
ARTICLE II
PURCHASE AND SALE
2.1 Closing. Subject to the terms and conditions
set forth herein, at the Closing, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, such
number of Shares as set forth opposite such Purchaser’s name on Annex A hereto at the Per Share Purchase Price of US$0.55 per Share.
The Offering shall consist of up to 15,000,000 Shares, for maximum aggregate gross proceeds of US$8,250,000.The aggregate purchase price
to be paid by each Purchaser for the Shares purchased hereunder (the “Subscription Amount”) shall be set forth opposite such
Purchaser’s name on Annex A hereto. On the Closing Date, each Purchaser shall deliver to the Company, via wire transfer of immediately
available funds, its Subscription Amount, and the Company shall deliver to each Purchaser the Shares issuable to such Purchaser pursuant
to this Agreement. The Closing shall occur remotely via the electronic exchange of documents and signatures. Any sale of Shares by a Purchaser
before Closing shall be governed solely by Section 5.21.
2.2 Deliveries.
(a) On or prior to the Closing Date, the Company
shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement duly executed by the Company;
(ii) a legal opinion of Cayman Counsel and U.S.
Counsel to the Company, in form and substance reasonably satisfactory to the Placement Agent;
(iii) the Company’s wire instructions, executed
by the Chief Executive Officer or Chief Financial Officer of the Company;
(iv) irrevocable instructions to the Transfer
Agent instructing the Transfer Agent to deliver via DWAC the Shares issuable to such Purchaser pursuant to this Agreement;
(v) the Pricing Prospectus and the Prospectus
(which may be delivered in accordance with Rule 172 under the Securities Act); and
(vi) a certificate of the Chief Executive Officer
of the Company certifying that the representations and warranties of the Company are true and correct as of the Closing Date.
(b) On or prior to the Closing Date, each Purchaser
shall deliver or cause to be delivered to the Company:
(i) this Agreement duly executed by such Purchaser;
and
(ii) such Purchaser’s Subscription Amount
by wire transfer of immediately available funds in accordance with the Company’s wire instructions.
5
2.3 Closing Conditions.
(a) Conditions to the Obligations of the Company.
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or,
to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date
of the representations and warranties of each Purchaser contained herein (unless such representation or warranty is as of a specific date
therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by
materiality or Material Adverse Effect, in all respects) as of such date);
(ii) all obligations, covenants and agreements
of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and
(iii) the delivery by each Purchaser of the items
set forth in Section 2.2(b) of this Agreement.
(b) Conditions to the Obligations of the Purchasers.
The respective obligations of each Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or,
to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date
of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date
therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by
materiality or Material Adverse Effect, in all respects) as of such date);
(ii) all obligations, covenants and agreements
of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the delivery by the Company of the items
set forth in Section 2.2(a);
(iv) there shall have been no Material Adverse
Effect with respect to the Company since the date hereof;
(v) trading in the Ordinary Shares shall not have
been suspended by the Commission or Nasdaq;
(vi) the Registration Statement shall remain effective
and no stop order suspending the effectiveness thereof shall have been issued;
(vii) the Shares shall have been approved for
listing on Nasdaq, subject only to official notice of issuance; and
(viii) no governmental authority shall have enacted,
issued or entered any order which prohibits the consummation of the transactions contemplated hereby.
6
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Company.
The Company hereby makes the following representations and warranties to each Purchaser as of the date hereof and as of the Closing Date,
except as set forth in the SEC Reports, which disclosures shall be deemed a part hereof and shall qualify any representation or warranty
made herein to the extent of the disclosure contained therein:
(a) Subsidiaries.
Each of the Company’s
direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”)
has been identified on Schedule 3.1(a) hereto. Each of the Subsidiaries has been duly incorporated, is validly existing as a corporation
in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and
to conduct its business as described in the Prospectus and SEC Reports; all of the equity interests of each Subsidiary have been duly
and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid and non-assessable and, are free and
clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued
in violation of pre-emptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents
of each of the Subsidiaries comply with the requirements of Applicable Laws of its jurisdiction of incorporation or organization and are
in full force and effect. Apart from the Subsidiaries identified on Schedule 3.1(a) hereto, the Company has no direct or indirect Subsidiaries.
(b) Organization and Qualification.
The
Company is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction
of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on
its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its
respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the
Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction
in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to
be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse
effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations,
assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material
adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction
Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
(c) Authorization; Enforcement.
The
Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this
Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no
further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or
therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a
party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms
hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by Applicable Law.
7
(d) No Conflicts.
The execution, delivery
and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of
the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or
violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational
or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become
a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to
others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice,
lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise)
or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary
is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is
subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result
in a Material Adverse Effect.
(e) Filings, Consents and Approvals.
The
Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other governmental authority in connection with the execution, delivery and performance of the Transaction Documents,
other than: (i) filings required by the Commission; (ii) filings required by Nasdaq; (iii) applicable state securities or Blue Sky filings;
and (iv) such consents, waivers, authorizations or filings that have been obtained or made.
(f) Issuance of Securities.
The Securities
are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued,
fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital
stock the maximum number of Ordinary Shares issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement
in conformity with the requirements of the Securities Act, which became effective on [●] (the “Effective Date”), including
the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration
Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement
or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been
instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations
of the Commission, shall file the Prospectus supplement with the Commission pursuant to Rule 424(b). At the time the Registration Statement
and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any
amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will
not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein not misleading; and the Prospectus, and any amendments or supplements thereto, at the time the Prospectus, or any
amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements
of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
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(g) Capitalization.
The authorized share
capital of the Company is as set forth in the SEC Reports. The Company has issued and outstanding share capital consisting of Class A
Ordinary Shares and Class B Ordinary Shares as disclosed in the SEC Reports. All outstanding Ordinary Shares have been duly authorized,
validly issued, fully paid and non-assessable and were issued in compliance with all applicable securities laws. Except as disclosed in
the SEC Reports, there are no outstanding options, warrants, 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, any shares of capital stock of
the Company. The Company has reserved from its duly authorized share capital a sufficient number of Ordinary Shares for issuance pursuant
to this Agreement. The issuance of the Securities contemplated hereby will not obligate the Company to issue Ordinary Shares or other
securities to any Person other than the Purchasers and will not trigger any anti-dilution or price-reset provision under any existing
agreement, except as disclosed in the SEC Reports. No Person has any preemptive rights, rights of first refusal or other similar rights
to subscribe for or purchase securities of the Company arising by reason of the issuance of the Securities contemplated hereby.
(h) SEC Reports; Registration Statement.
The Company has filed all SEC Reports required to be filed by it under the Securities Act and the Exchange Act during the preceding twelve
(12) months (or such shorter period as the Company was required to file such reports). As of their respective dates, the SEC Reports complied
in all material respects with the requirements of the Securities Act and the Exchange Act applicable thereto. None of the SEC Reports,
at the time they were 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 not misleading. The Registration Statement is effective under the Securities
Act and no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceedings
for that purpose have been initiated or, to the knowledge of the Company, threatened by the Commission. The financial statements included
in the SEC Reports comply in all material respects with applicable accounting requirements under GAAP and the rules and regulations of
the Commission applicable with respect thereto as in effect at the time of filing. Such financial statements fairly present in all material
respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results
of operations and cash flows for the periods then ended. The Company’s auditor is a public accounting firm registered with the PCAOB
as required by the Sarbanes-Oxley Act and applicable PCAOB rules.
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(i) Material Changes; Undisclosed Events, Liabilities
or Developments.
Since the date of the latest audited financial statements included in the SEC Reports, except as specifically disclosed
in the SEC Reports: (i) there has not been any Material Adverse Effect; (ii) the Company has not incurred any liabilities or obligations,
direct or contingent, other than liabilities incurred in the ordinary course of business consistent with past practice; (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; (vi) the Company has not issued any equity securities other than pursuant to employee equity incentive arrangements
disclosed in the SEC Reports; and (vii) no event, liability, fact, circumstance, occurrence or development has occurred or exists with
respect to the Company or its Subsidiaries or their respective businesses, properties, operations or financial condition that would be
required to be disclosed by the Company under applicable securities laws and which has not been publicly disclosed.
(j) Litigation.
Except as set forth in
Schedule 3.1(j) of the Disclosure Schedules, there is no Action pending or, to the knowledge of the Company, threatened against or affecting
the Company, any Subsidiary or any of their respective properties or assets: (a) which would reasonably be expected to result in a Material
Adverse Effect; or (b) which would reasonably be expected to materially and adversely affect the legality, validity or enforceability
of any Transaction Document or the consummation of the transactions contemplated hereby. Neither the Company nor any Subsidiary is subject
to any judgment, decree, injunction, rule or order of any governmental authority having, or which would reasonably be expected to have,
a Material Adverse Effect. To the knowledge of the Company, there are no investigations, inquiries or proceedings pending or threatened
by Nasdaq, the Commission, any Hong Kong governmental authority, any PRC governmental authority or any other regulatory authority against
the Company or any Subsidiary which would reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the SEC
Reports, neither the Company nor any Subsidiary is a party to or subject to any order, writ, injunction or decree of any court or governmental
authority that would be required to be disclosed under applicable securities laws.
(k) Labor Relations.
No labor dispute exists
or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected
to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates
to such employee’s relationship with the Company, 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 Laws 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.
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(l) Compliance.
The Company and each Subsidiary
is and has been in compliance with all applicable laws, rules, regulations, judgments, orders and decrees of all governmental authorities,
including, without limitation, applicable securities laws, Nasdaq rules and regulations, anti-money laundering laws, anti-corruption laws
and sanctions laws, except where the failure to be in compliance would not reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any Subsidiary has received any written notice from any governmental authority alleging any material violation
of any Applicable Law, rule or regulation that has not been cured or otherwise resolved. The Company is in compliance in all material
respects with the applicable listing and corporate governance requirements of Nasdaq and has not received any notice from Nasdaq regarding
the delisting or threatened delisting of the Ordinary Shares.
(m) Environmental Laws.
The Company and
its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health
or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to
emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes
(collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands,
or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered,
promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses or other approvals required
of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions
of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected
to have, individually or in the aggregate, a Material Adverse Effect.
(n) Regulatory Permits.
The Company and
the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory
authorities necessary to conduct their respective businesses as described in the Prospectus and the SEC Reports, except where the failure
to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and
neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material
Permit.
(o) Law and Permits.
The Company and each
Subsidiary possess all permits, licenses, approvals, consents, registrations, certificates and other authorizations issued by the appropriate
governmental authorities necessary to conduct their respective businesses as currently conducted, except where the failure to possess
the same would not reasonably be expected to result in a Material Adverse Effect. The Company and each Subsidiary are in compliance with
the terms and conditions of all such permits, licenses, approvals, consents and authorizations, except where the failure to so comply
would not reasonably be expected to result in a Material Adverse Effect. All such permits, licenses, approvals, consents and authorizations
are valid and in full force and effect, except where the failure to be valid and in full force and effect would not reasonably be expected
to result in a Material Adverse Effect. Neither the Company nor any Subsidiary has received any written notice of any proceeding relating
to the revocation, suspension, modification or limitation of any such permits, licenses, approvals, consents or authorizations which,
if determined adversely to the Company or such Subsidiary, would reasonably be expected to result in a Material Adverse Effect.
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(p) Title to Assets.
The Company and the
Subsidiaries have good and marketable title to the real property owned by them, including an office property located in Malaysia, and
to 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 arising under any credit facility, (ii) 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 (iii)
Liens for the payment of foreign, federal, state or other taxes, for which appropriate reserves have been made therefor in accordance
with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease
by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries
are in compliance in all material respects.
(q) Intellectual Property.
The Company
and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks,
trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required
for use in connection with their respective businesses as described in the Prospectus and the SEC Reports and which the failure to so
have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company
nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated
or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except
as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the
date of the latest audited financial statements included within the Prospectus and the SEC Reports, a written notice of a claim or otherwise
has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or
reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are
enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries
have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except
where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(r) Insurance.
The Company and the Subsidiaries
are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary
in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance
coverage. 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.
(s) Transactions With Affiliates and Employees.
Except as disclosed in the SEC Reports, no current or former officer, director, employee, shareholder or Affiliate of the Company or any
Subsidiary, or any family member thereof, is presently a party to any transaction with the Company or any Subsidiary that would be required
to be disclosed in the SEC Reports pursuant to applicable securities laws. Except as disclosed in the SEC Reports, there are no outstanding
loans, advances, guarantees or other extensions of credit made by the Company or any Subsidiary to or for the benefit of any current or
former officer, director, employee, shareholder or Affiliate of the Company or any Subsidiary. All related-party transactions required
to be disclosed in the SEC Reports have been so disclosed. Neither the Company nor any Subsidiary is a party to any employment, consulting,
severance, retention or change-in-control agreement with any executive officer or director, except as disclosed in the SEC Reports.
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(t) Sarbanes-Oxley; Internal Accounting Controls.
The Company and the Subsidiaries are in material compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002
that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that
are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting
controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general
or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with
GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific
authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls
and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The
Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the
Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation
Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying
officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since
the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange
Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control
over financial reporting of the Company and its Subsidiaries.
(u) Certain Fees.
Except as set forth in
the Pricing Prospectus and the Prospectus, no brokerage or finder’s fees or commissions are or will be payable by the Company or
any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect
to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with
respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection
with the transactions contemplated by the Transaction Documents.
(v) Investment Company.
The Company is
not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner
so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.
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(w) Registration Statement Maintenance.
The Company shall use commercially reasonable efforts to maintain the effectiveness of the Registration Statement and to keep the Registration
Statement available for the issuance and resale of the Securities.
(x) Nasdaq Listing.
The Ordinary Shares
are listed on The Nasdaq Capital Market under the symbol “MGN,” and the Company has not received any notice from Nasdaq regarding
the delisting or threatened delisting of the Ordinary Shares. The Company is in compliance in all material respects with the applicable
listing and maintenance requirements of Nasdaq and is not aware of any facts or circumstances that would reasonably be expected to result
in the delisting or suspension of the Ordinary Shares from Nasdaq. The issuance of the Securities contemplated hereby does not violate
the rules or regulations of Nasdaq and does not require shareholder approval under Nasdaq rules. The Company has taken no action designed
to, or reasonably likely to have the effect of, terminating the registration of the Ordinary Shares under the Exchange Act or delisting
the Ordinary Shares from Nasdaq. The Shares has been approved for listing on Nasdaq, subject only to official notice of issuance.
(y) Disclosure.
The Company shall, by the
Disclosure Time, issue the press release and furnish the Form 6-K required by Section 4.3. The Company confirms that neither it nor any
other Person acting on its behalf has provided any Purchaser or its agents or counsel with any material non-public information regarding
the Company or its Subsidiaries other than information that will be disclosed pursuant to the immediately preceding sentence. The Company
understands and confirms that each Purchaser will rely on the foregoing representations in effecting transactions in securities of the
Company. The Company shall not identify any Purchaser by name in any public filing or disclosure without such Purchaser’s prior
written consent, except as required by applicable law or Commission regulations.
(z) No Integrated Offering.
Assuming the
accuracy of the Purchasers’ representations and warranties set forth herein, neither the Company nor any Person acting on its behalf
has directly or indirectly made any offers or sales of securities nor solicited any offers to buy any security under circumstances that
would require integration of the Offering with the transactions contemplated hereby for purposes of the Securities Act or Nasdaq rules.
(aa) Solvency. Based on the consolidated financial
condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the
Securities hereunder: (i) the fair value of the Company’s assets exceeds the amount of its liabilities, contingent or otherwise;(ii)
the present fair saleable value of the Company’s assets is greater than the amount required to pay the probable liabilities of the
Company on its debts as they become absolute and matured; (iii) the Company does not intend to incur, and does not believe that it will
incur, debts beyond its ability to pay such debts as they become due; and (iv) the Company is not engaged in any business or transaction,
and does not intend to engage in any business or transaction, for which its remaining assets would constitute unreasonably small capital.
The Company is not entering into the transactions contemplated hereby with the intent to hinder, delay or defraud any creditor of the
Company.
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(bb) Tax Status. The Company and each Subsidiary
has timely filed all material tax returns required to be filed by any governmental authority having jurisdiction over the Company or such
Subsidiary, except where the failure to so file would not reasonably be expected to result in a Material Adverse Effect. The Company and
each Subsidiary has paid all material taxes, assessments, governmental charges and penalties due and payable, except for any such taxes
being contested in good faith and for which adequate reserves have been established in accordance with GAAP or where the failure to pay
would not reasonably be expected to result in a Material Adverse Effect. There are no material unpaid taxes in any claim, audit, action,
suit, proceeding or investigation pending against the Company or any Subsidiary by any governmental authority. No material tax deficiency
has been asserted or, to the knowledge of the Company, threatened against the Company or any Subsidiary which has not been adequately
reserved for in the financial statements included in the SEC Reports. There are no material liens for taxes upon the assets of the Company
or any Subsidiary other than liens for current taxes not yet due and payable.
(cc) Accountants. SFAI Malaysia PLT and WWC P.C.,
whose report on the consolidated financial statements of the Company are included in the SEC Reports, is an independent registered public
accounting firm with respect to the Company within the meaning of the Securities Act and the applicable rules and regulations of the Commission
and the PCAOB. To the knowledge of the Company, SFAI Malaysia PLT and WWC P.C. are duly registered with the PCAOB and is not subject to
any sanction, suspension or proceeding by the PCAOB or the Commission that would reasonably be expected to impair its ability to serve
as the Company’s independent registered public accounting firm. The Company has not received any written notice from the PCAOB,
the Commission or any governmental authority challenging the eligibility or independence of SFAI Malaysia PLT and WWC P.C. with respect
to the financial statements included in the SEC Reports. The audited financial statements included in the SEC Reports have been prepared
in accordance with GAAP applied on a consistent basis throughout the periods involved, except as may be otherwise specified therein.
(dd) Acknowledgment Regarding Purchasers’
Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s
length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges
that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction
Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or
agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’
purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement
and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the
Company and its representatives.
(ee) Acknowledgment Regarding Trading Activity.
The Company acknowledges that the Purchasers may engage in ordinary course trading activities with respect to the Company’s securities
in compliance with applicable securities laws and regulations.
(ff) Regulation M Compliance. The Company has
not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result
in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities,
(ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to
pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of
clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement of the Securities.
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(gg) Scheme or Arrangement with Shareholders.
Neither the Company nor any of its Subsidiaries is a party to any scheme or arrangement through which shareholders or potential shareholders
are being loaned, given or otherwise having money made available for the purchase of shares whether before, in or after the sale of Shares
under this Agreement. Neither the Company nor any of its Subsidiaries is aware of any such scheme or arrangement, regardless of whether
it is a party to a formal agreement.
(hh) Office of Foreign Assets Control. Neither
the Company nor any Subsidiary, nor, to the Company’s knowledge, any director, officer, agent, employee or Affiliate of the Company
or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”).
(ii) Certificates. On the Closing Date, the Placement
Agent shall have received certificates in substantially the same form as those issued to the underwriters in connection with the Company’s
initial public offering, including (i) a certificate from the Chief Executive Officer and Chief Financial Officer of the Company (the
“Officers’ Certificate”); and (ii) a certificate signed by the Secretary of the Company (the “Secretary’s
Certificate”).
(jj) 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.
(kk) Foreign Private Issuer. The Company is a
“foreign private issuer” as defined in Rule 405 promulgated under the Securities Act.
3.2 Representations and Warranties of the Purchasers.
Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date
to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):
(a) Organization; Authority.
Such Purchaser
is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization, with full power and authority to enter into and to consummate the transactions contemplated by the Transaction
Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser
of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate, partnership, limited liability
company or similar action on the part of such Purchaser. Each Transaction Document to which such Purchaser is a party has been duly executed
by such Purchaser and, when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding
obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general
equitable principles.
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(b) Understandings or Arrangements.
Such
Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understanding with
any other Person to distribute or regarding the distribution of the Securities in violation of the Securities Act. Such Purchaser is not
purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published
in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting.
(c) Purchaser Status.
At the time such
Purchaser was offered the Securities, it was, and as of the date hereof it is, an “accredited investor” as defined in Rule
501(a) under the Securities Act.
(d) Experience of Such Purchaser.
Such
Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in financial and business
matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the
merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present
time, is able to afford a complete loss of such investment.
(e) Access to Information.
Such Purchaser
acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto), the Prospectus
and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers
from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of
investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business,
properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional
information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment
decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agents nor any Affiliate of
the Placement Agents has provided such Purchaser with any information or advice with respect to the Securities nor is such information
or advice necessary or desired. Neither the Placement Agents nor any Affiliate has made or makes any representation as to the Company
or the quality of the Securities and the Placement Agents and any Affiliate may have acquired non-public information with respect to the
Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither
the Placement Agents nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.
(f) Certain Transactions and Confidentiality.
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant
to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities
of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the
Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending
immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment
vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have
no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets,
the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the
investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such
Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees,
agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to
effect Short Sales or similar transactions in the future.
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(g) No Conflicts.
The execution, delivery
and performance by such Purchaser of the Transaction Documents to which such Purchaser is a party and the consummation by such Purchaser
of the transactions contemplated hereby and thereby will not: (i) conflict with or violate any provision of such Purchaser’s organizational
documents; (ii) violate any Applicable Law; or (iii) result in a breach of any agreement to which such Purchaser is a party, except, in
the case of clauses (ii) and (iii), where such conflict, violation or breach would not reasonably be expected to materially impair such
Purchaser’s ability to perform its obligations hereunder.
(h) Reliance.
Such Purchaser has relied
solely upon the SEC Reports, the Registration Statement, the Prospectus and independent investigations made by such Purchaser and its
representatives in making its decision to purchase the Securities. Such Purchaser acknowledges that neither the Company nor the Placement
Agent nor any of their respective Affiliates or representatives has made any representation or warranty to such Purchaser other than as
expressly set forth in the Transaction Documents.
(i) No Governmental Review.
Such Purchaser
understands that no United States federal or state agency or any other governmental authority has passed upon or made any recommendation
or endorsement of the Securities or the fairness or suitability of the investment in the Securities.
(j) Residency.
The residence or principal
place of business of such Purchaser is as set forth under such Purchaser’s name on the signature pages attached hereto.
(k) Short Sales.
Such Purchaser represents
and warrants that neither it nor any Affiliate acting on its behalf nor any Person acting pursuant to any understanding with such Purchaser
has engaged in any Short Sales involving the Company’s securities prior to the public announcement of the Offering.
(l) No General Solicitation.
Such Purchaser
did not learn of the Offering through any form of general solicitation or general advertising prohibited under the Securities Act.
The Company acknowledges and agrees that the representations
and warranties contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s
representations and warranties contained in this Agreement or any other Transaction Document. Notwithstanding the foregoing, nothing contained
herein shall prohibit any Purchaser from engaging in customary securities lending, borrowing or hedging activities in compliance with
applicable securities laws and Nasdaq rules following the public disclosure of the Offering.
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ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES
4.1 Furnishing of Information. Until the earliest
of the time that no Purchaser owns Securities, the Company covenants to use its reasonable efforts to timely file (or obtain extensions
in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof
pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.
4.2 Integration. The Company shall not sell, offer
for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that
would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that
it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the
closing of such subsequent transaction.
4.3 Securities Laws Disclosure; Publicity. The
Company shall, by the Disclosure Time, (a) issue a press release disclosing the material terms of the transactions contemplated hereby
and (b) furnish a Report of Foreign Private Issuer on Form 6-K, including the Transaction Documents as exhibits thereto, to the Commission.
From and after such disclosure, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public
information delivered to any Purchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees
or agents in connection with the transactions contemplated by the Transaction Documents. Confidentiality obligations relating to the existence
and terms of this transaction shall cease only to the extent that the relevant information has actually been publicly disclosed by the
Company. No announcement or filing shall terminate an unrelated confidentiality agreement or release any confidentiality obligation with
respect to information that has not actually become public other than through a breach by the recipient or its representatives. The Company
shall consult reasonably with the Purchasers regarding subsequent press releases or public statements concerning the transactions contemplated
hereby, but no Purchaser’s consent shall be required for such Company disclosure. No Purchaser shall issue a press release or public
statement concerning these transactions without the Company’s prior written consent, which shall not be unreasonably withheld or
delayed. Nothing herein shall prevent a party from making a disclosure required by Applicable Law, the Commission or a Trading Market,
and any prior notice or consultation shall be required only to the extent legally permissible and reasonably practicable and shall not
delay required disclosure. Except as so required, the Company shall not publicly identify a Purchaser without that Purchaser’s prior
written consent. The disclosure deadline in this Section 4.3 and the definition of Disclosure Time shall govern notwithstanding any inconsistent
timing provision elsewhere in this Agreement.
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4.4 Shareholder Rights Plan. No claim will be
made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person”
under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar
anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the
provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement
between the Company and the Purchasers.
4.5 Non-Public Information. Except with respect
to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant
to Section 4.3, neither the Company nor any Person acting on its behalf shall provide a Purchaser or its agents or counsel with information
that constitutes, or that the Company reasonably believes constitutes, material non-public information unless that Purchaser has first
consented in writing to receive it and agreed to keep it confidential. Where a Purchaser consents to receive such information, including
an Offer Notice under Section 4.9, the applicable confidentiality agreement shall govern its treatment, subject in all cases to Applicable
Law. If the Company or a Purchaser becomes aware that material non-public information has inadvertently been provided to that Purchaser
without the required consent, it shall promptly notify the other, and the Company and that Purchaser shall cooperate promptly in good
faith to identify the information and arrange appropriate public disclosure or another lawful resolution. Pending such resolution, the
Purchaser shall keep the information confidential, except for disclosure to representatives bound by confidentiality obligations or disclosure
required by Applicable Law, and shall comply with Applicable Law in relation to trading. Receipt of information without consent shall
not itself release any confidentiality obligation or create a contractual right to trade on material non-public information. Any notice
containing material non-public information shall be provided only through the consent and confidentiality process in this Section 4.5,
unless the Company publicly discloses the relevant information at or before delivery or disclosure is otherwise required by Applicable
Law. Nothing herein authorizes any Purchaser to disclose the Company’s confidential information publicly without the Company’s
consent, except as required by Applicable Law.
4.6 Use of Proceeds. The Company shall use the
net proceeds from the sale of the Securities hereunder in accordance with the “Use of Proceeds” section of the Prospectus,
including any debt repayment or other purpose disclosed therein. The Company shall not use such proceeds in violation of FCPA or applicable
OFAC regulations.
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4.7 Indemnification of Purchasers. The Company
will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other
Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title),
each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and
the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role
of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser
Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including
all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser
Parties in any capacity (including a Purchaser Party’s status as an investor), or any of them or their respective Affiliates, by
any stockholder of the Company who is not an Affiliate of such Purchaser Party, arising out of or relating to any of the transactions
contemplated by the Transaction Documents. This Section 4.7 applies only to third-party claims and shall not cover direct claims brought
by the Company against a Purchaser Party or direct claims between a Purchaser Party and the Company. Direct enforcement claims shall be
governed by Section 5.9, including its prevailing-party fee provision. No indemnification shall be available to the extent a loss, claim,
damage or liability is attributable to the relevant Purchaser Party’s breach of any Transaction Document, fraud, gross negligence
or willful misconduct. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant
to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the
defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right
to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall
be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the
Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii)
in such action there is, in the reasonable opinion of counsel to the applicable Purchaser Party (which may be internal counsel), a material
conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company
shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to
any Purchaser Party under this Agreement for any settlement by a Purchaser Party effected without the Company’s prior written consent,
which shall not be unreasonably withheld or delayed. Any reimbursement of costs or expenses incurred in collecting amounts due or enforcing
any Transaction Document shall be available only to a prevailing party in accordance with Section 5.9, shall not be advanced under this
Section 4.7, and shall not be recovered more than once. Reasonable, documented defense and investigation expenses in respect of third-party
claims covered by this Section 4.7 shall be advanced as incurred, subject to the recipient first delivering a written undertaking to repay
promptly any amounts finally judicially determined, or agreed in a written settlement, not to be indemnifiable under this Section 4.7.
Other indemnifiable amounts shall be paid when established by a final judgment or a settlement approved in accordance with this Section
4.7. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against
the Company or others and any liabilities the Company may be subject to pursuant to law.
4.8 Listing of Ordinary Shares. The Company hereby
agrees to use commercially reasonable efforts to maintain the listing or quotation of the Ordinary Shares on the Trading Market on which
it is currently listed, and prior to the Closing, the Company shall apply to list or quote all of the Shares on such Trading Market and
promptly secure the listing of all of the Shares on such Trading Market. The Company further agrees, if the Company applies to have the
Ordinary Shares traded on any other Trading Market, it will then include in such application all of the Shares, and will take such other
action as is necessary to cause all of the Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company
will then take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and will
comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading
Market. The Company agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company
or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company
or such other established clearing corporation in connection with such electronic transfer.
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4.9 Participation Right. For a period of six (6)
months following the Closing Date, the Company shall comply with this Section 4.9 before the Company or any Subsidiary consummates a capital
markets financing involving an issuance of equity securities, equity-linked securities or debt securities (a “Subsequent Placement”).
A Subsequent Placement shall not include ordinary-course bank loans or credit facilities, trade finance or trade credit facilities, intra-group
funding or transfers, or other commercial financing arrangements outside a securities capital-raising transaction. The Purchasers’
participation rights shall relate to an aggregate of thirty percent (30%) of the securities offered in a Subsequent Placement (the “Participation
Pool”), including all Basic Amounts and Undersubscription Amounts, and shall not exceed that aggregate percentage. The Company grants
the rights in this Section 4.9 separately to each Purchaser, subject to the procedures and deadlines below.
(a) Before entering into a binding agreement for
a Subsequent Placement, the Company shall deliver to each Purchaser a written notice (a “Pre-Notice”) that contains no material
non-public information and asks whether the Purchaser wishes to receive the terms of a proposed financing and, if applicable, consents
to receive material non-public information subject to Section 4.5. A Purchaser must request such terms in writing, and provide any required
consent and confidentiality undertaking, within one (1) Trading Day after delivery of the Pre-Notice. Failure to do so shall constitute
a waiver of participation in that Subsequent Placement. Within one (1) Trading Day after a timely request, the Company shall deliver to
the requesting Purchaser a written offer notice (the “Offer Notice”) describing the securities offered (the “Offered
Securities”), their amount and material terms, the proposed closing arrangements, and the proposed investors if known. Each requesting
Purchaser shall have one (1) Trading Day after delivery of the Offer Notice to deliver an unconditional written election to purchase its
pro rata portion of the Participation Pool, based on its proportion of the aggregate Shares originally purchased hereunder (its “Basic
Amount”), and to specify the maximum additional amount it wishes to purchase if other Purchasers do not elect their Basic Amounts
(its “Undersubscription Amount”). Failure to make a timely election shall constitute a waiver for that Subsequent Placement.
Undersubscriptions shall be allocated among electing Purchasers pro rata according to their Basic Amounts, subject to the additional amounts
requested, with any excess reallocated on the same basis until the Participation Pool is allocated or all requests are satisfied; the
Company shall complete this allocation and notify the electing Purchasers within one (1) Trading Day after the election deadline, without
any further election rounds. Each electing Purchaser shall execute definitive documents on the same material terms as the other investors
within one (1) Trading Day after receipt of its allocation and those documents, and shall pay its subscription in cleared funds at the
closing specified by the Company, on at least one (1) Trading Day’s written notice after that execution deadline. A Purchaser failing
to execute or fund within those periods shall lose its allocation for that Subsequent Placement, and the Company may place it with other
investors without further offer or delay. Upon expiry of the applicable election deadlines, the Company may proceed with the Subsequent
Placement, including any unallocated portion, within sixty (60) calendar days after the Offer Notice without further obligation under
this Section 4.9, provided that the terms offered to other investors are not materially more favorable to them than the terms stated in
the Offer Notice. The Company may withdraw or abandon the Subsequent Placement without liability for doing so. If, during the six-month
participation period, the Company proposes to complete the financing on terms materially more favorable to the new investors or after
that sixty-day period, it shall again comply with this Section 4.9. Nothing in this Section obligates the Company to extend the participation
period beyond six (6) months following the Closing Date.
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(b) The restrictions contained in this Section
4.9 shall not apply in connection with the Exempt Issuance.
4.10 Equal Treatment of Purchasers. No consideration
(including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification
of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents.
For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately
by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers
acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.
4.11 Certain Transactions and Confidentiality.
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf
or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities
during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement
are first publicly announced pursuant to the initial press release as described in Section 4.3. Each Purchaser, severally and not jointly
with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by
the Company pursuant to the initial press release as described in Section 4.3, such Purchaser will maintain the confidentiality of the
existence and terms of this transaction and the information included in the Disclosure Schedules; confidentiality shall continue after
that announcement with respect to information not actually publicly disclosed by the Company, in accordance with Sections 4.3 and 4.5.
Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges
and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions
in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant
to the initial press release as described in Section 4.3, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions
in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated
by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3 and (iii) after issuance
of that press release, no additional contractual trading restriction arises solely from this Section 4.11, provided that each Purchaser
remains subject to Applicable Law and to Sections 4.3 and 4.5 and any surviving confidentiality agreement with respect to undisclosed
information. Nothing in this Section 4.11 releases confidentiality obligations concerning information that has not actually become public
or authorizes trading in breach of Applicable Law or an applicable confidentiality undertaking. Notwithstanding the foregoing, in the
case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions
of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio
manager that made the investment decision to purchase the Securities covered by this Agreement.
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4.12 Acknowledgment of Dilution. The Company acknowledges
that the issuance of the Securities may result in dilution of the outstanding Ordinary Shares, which dilution may be substantial under
certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including, without limitation,
its obligation to issue the Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right
of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against
any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.
ARTICLE V
MISCELLANEOUS
5.1 Termination. This Agreement may be terminated
by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between
the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the
fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to sue
for any breach by any other party (or parties).
5.2 Fees and Expenses. Except as expressly set
forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory
fees, transfer agent fees, Depositary Fees, DTC fees or broker’s commissions (other than for Persons engaged by any Purchaser) relating
to or arising out of the transactions contemplated hereby (including, without limitation, (x) any fees or commissions payable to the Placement
Agents, who are the Company’s sole placement agents in connection with the transactions contemplated by this Agreement and (y) any
fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser,
and any stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers. The Company
shall pay, and hold each Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’
fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the
Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Purchasers.
5.3 Entire Agreement. The Transaction Documents,
together with the exhibits and schedules thereto, the Prospectus, contain the entire understanding of the parties with respect to the
subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters,
which the parties acknowledge have been merged into such documents, exhibits and schedules.
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5.4 Notices. Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest
of: (a) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment
at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day,
(b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number
or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The
address for such notices and communications shall be as set forth on the signature pages attached hereto. Any notice containing material
non-public information shall be handled in accordance with Section 4.5. The initial announcement and Form 6-K concerning this transaction
shall be made by the Disclosure Time in accordance with Section 4.3; subsequent public disclosure shall be made as required by Applicable
Law and Section 4.3.
5.5 Amendments; Waivers. No provision of
this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment,
by the Company and Purchasers which purchased (a) if on or prior to the Closing Date, 100% or (b) if after the Closing Date, at
least 50.1%, as applicable, in interest of the Shares based on the initial Subscription Amounts hereunder or, in the case of a
waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification
or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately
impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to
exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that
disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights
and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment
effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.
5.6 Headings. The headings herein are for convenience
only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
5.7 Successors and Assigns. This Agreement shall
be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement
or any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign
any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that
such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents
that apply to the “Purchasers.”
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5.8 No Third-Party Beneficiaries. The Placement
Agent shall be the third party beneficiary of the representations and warranties of the Company in Section 3.1 and the representations
and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except
as otherwise set forth in Section 4.7 and this Section 5.8
5.9 Governing Law. All questions concerning the
construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees
that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement
and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough
of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action
or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce
any provisions of the Transaction Documents, then, subject to the exclusion of direct enforcement expenses from Section 4.7 and without
duplicate recovery, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.
5.10 Survival. The representations and warranties
contained herein shall survive the Closing and the delivery of the Securities.
5.11 Execution. This Agreement may be executed
in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
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5.12 Severability. If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means
to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
5.13 Replacement of Securities. If any certificate
or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate
or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant
for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity)
associated with the issuance of such replacement Securities.
5.14 Remedies. In addition to being entitled to
exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled
to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for
any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert
in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate.
5.16 Payment Set Aside. To the extent that the
Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights
thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise
restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state
or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement
or setoff had not occurred.
5.17 Independent Nature of Purchasers’
Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the
obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the
obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in
concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser
shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this
Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an
additional party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its
review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with the same terms and
Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the
Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction
Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between
and among the Purchasers.
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5.19 Saturdays, Sundays, Holidays, etc. If the
last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day,
then such action may be taken or such right may be exercised on the next succeeding Business Day.
5.20 Construction. The parties agree that each
of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal
rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation
of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and Ordinary Shares in any
Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other
similar transactions of the Ordinary Shares that occur after the date of this Agreement.
5.21 Sales During Pre-Settlement Period. If a
Purchaser sells any Shares to be issued to it hereunder after execution of this Agreement and before Closing (the “Pre-Settlement
Period,” and such Shares, the “Pre-Settlement Shares”), that sale shall not release or reduce that Purchaser’s
obligation to purchase those Shares at Closing. Notwithstanding anything to the contrary, including any pre-settlement sale, the Company’s
obligations shall remain subject to all applicable conditions in Section 2.3(a), receipt of the full purchase price in cleared funds,
all Required Approvals and compliance with Applicable Law. No pre-settlement sale shall waive any such condition or require the Company
to deliver Shares before payment or before the applicable conditions have been satisfied or expressly waived by the Company. Each Purchaser
shall be solely responsible for its own pre-settlement sales, compliance with Applicable Law and settlement obligations to its counterparties;
the Company assumes no responsibility for those sales or settlement obligations. Nothing in this Section authorizes a sale prohibited
by Section 4.11 or otherwise limits the Company’s rights in respect of a Purchaser’s breach. This Section does not constitute
a representation or covenant that any Purchaser will or will not sell Shares during the Pre-Settlement Period.
5.22 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT,
OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST
EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
[Signature Pages Follow]
28
IN WITNESS WHEREOF, the undersigned have caused
this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: [●]
Signature of Authorized Signatory of Purchaser:
______________________________
Name of Authorized Signatory: [●]
Title of Authorized Signatory: [●]
Email Address of Authorized Signatory: [●]
Address for Notice to Purchaser: [●]
Address for Delivery of Securities to Purchaser
(if different): [●]
Subscription Amount: US$[●]
Number of Sharess: [●]
EIN / Tax Identification Number (if applicable):
[●]
[PURCHASER SIGNATURE PAGE TO MEGAN HOLDINGS
LIMITED SECURITIES PURCHASE AGREEMENT]
MEGAN HOLDINGS LIMITED
By:
Name:
[●]
Title:
[●]
[COMPANY SIGNATURE PAGE TO SECURITIES PURCHASE
AGREEMENT]
ANNEX A — PURCHASER SCHEDULE
Purchaser / Subscription Amount / Shares: [To
be completed at pricing and execution.]
Schedule 3.1(j) – Litigation
The Company discloses the following pending litigation:
Case Name: [Full case name]
Case Number: [Case number]
Court: [Name of court]
Date Filed: [Filing date]
Parties: [Plaintiff(s) and Defendant(s)]
Nature of Proceedings: [Brief description of the allegations and claims]
Current Status: [Current procedural status of the litigation]
Relief Sought: [Damages or other relief sought, if specified]
Other Material Information: [Any other material
developments or information relevant to the proceedings]

----- ea030845301ex23-1.htm -----
EX-23.1
6
ea030845301ex23-1.htm
CONSENT OF WWC, P.C
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We
hereby consent to the incorporation by reference of our report dated July 17, 2025, except for Note 2, 16, and 19 which are dated August
1, 2025, in the Registration Statement on Form F-1, under the Securities Act of 1933 with respect to the consolidated balance sheets
of Megan Holdings Limited and its subsidiaries as of December 31, 2023 and 2024, and the related consolidated statements of comprehensive
income, changes in shareholders’ equity, and cash flows in each of the years for the two-year period ended December 31, 2024, and
the related notes included in the Annual Report on Form 20-F which was filed with the Securities and Exchange Commission on May 15, 2026.
We
also consent to the reference to our firm under the heading “Experts” in the above mentioned Registration Statement.
/s/ WWC,
P.C.
San Mateo, California
WWC, P.C.
October 20, 2026
Certified Public Accountants
PCAOB ID: 1171

----- ea030845301ex23-2.htm -----
EX-23.2
7
ea030845301ex23-2.htm
CONSENT OF SFAI MALAYSIA PLT
Exhibit 23.2
SFAI MALAYSIA PLT
202206000021 (LLP0031758-LCA) & AF 002216
Chartered Accountants
Block C2-G,
Ground Floor, Setiawalk,
Persiaran Wawasan
47160 Puchong,
Selangor, Malaysia.
Tel: 603-7802 9000
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in this Registration Statement on Form F-l of Megan Holdings Limited of our report dated
May 15, 2026 relating to the consolidated financial statements of Megan Holdings Limited as of December 31, 2025 and for the year then
ended, which appears in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025. We also consent to the reference
to us under the heading “Experts” in such Registration Statement.
/s/ SFAI MALAYSIA
PLT
Malaysia
October 20, 2026

----- ea030845301ex3-1.htm -----
EX-3.1
3
ea030845301ex3-1.htm
FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
Exhibit 3.1
THE COMPANIES ACT (REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
FOURTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
Megan Holdings Limited
(adopted by a Special Resolution passed on 21 August
2026)
1.
The name of the Company is Megan Holdings Limited.
2.
The Registered Office of the Company will be situated at the offices of Ascentium (Cayman) Limited, 4th
Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman KY1-1002, Cayman Islands, or at such other location within the
Cayman Islands as the Directors may from time to time determine.
3.
The objects for which the Company is established are unrestricted and the Company shall have full power
and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands.
4.
The Company shall have and be capable of exercising all the functions of a natural person of full capacity
irrespective of any question of corporate benefit as provided by the Companies Act.
5.
The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance
of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent
the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary
for the carrying on of its business outside the Cayman Islands.
6.
The liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held by such
Shareholder.
7.
The authorised share capital of the Company is US$50,000 divided into 500,000,000 ordinary shares of a
par value of US$0.0001 each, comprising (a) 450,000,000 class A ordinary shares of a par value of US$0.0001 each and (b) 50,000,000 class
B ordinary shares of a par value of US$0.0001 each. Subject to the Companies Act and the Articles, the Company shall have power to redeem
or purchase any of its Shares and to increase or reduce its authorised share capital and to sub-divide or consolidate the said Shares
or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference,
priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and
so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference
or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
8.
The Company has the power contained in the Companies Act to deregister in the Cayman Islands and be registered
by way of continuation in some other jurisdiction.
9.
Capitalised terms that are not defined in this Memorandum of Association bear the same meanings as those
given in the Articles of Association of the Company.
THE COMPANIES ACT (REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
FOURTH AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
Megan Holdings Limited
(adopted by a Special Resolution
passed on 21 August 2026)
TABLE A
The regulations contained or incorporated in Table
A in the First Schedule of the Companies Act shall not apply to the Company and the following Articles shall comprise the Articles of
Association of the Company.
1.
In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent
with the subject or context:
“Affiliate”
means in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, whether by blood, marriage or adoption, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity;
“Articles”
means these articles of association of the Company, as amended, restated and/or substituted from time to time;
“Board”
and
“Board of
Directors”
and
“Directors”
means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;
2
“Chairman”
means the chairman of the Board of Directors;
“Class” or “Classes”
means any class or classes of Shares as may from time to time be issued by the Company;
“Class A Ordinary Share”
means an ordinary share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;
“Class B Ordinary Share”
means an ordinary share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;
“Commission”
means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;
“Communication Facilities”
means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other;
“Company”
means Megan Holdings Limited, a Cayman Islands exempted company;
“Companies Act”
means the Companies Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;
“Company’s Website”
means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of the Class A Ordinary Shares, or which has otherwise been notified to Shareholders;
“Designated Person”
means Hoo Wei Sern, Lai Yee Yee and SJCC Holdings Sdn Bhd.
“Designated Stock Exchange”
means the stock exchange in the United States on which any Shares are listed for trading;
“Designated Stock Exchange Rules”
means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchange;
“electronic”
has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;
“electronic communication”
means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Commission) or other electronic delivery methods as otherwise decided and approved by not less than a majority of the vote of the Board;
3
“electronic record”
has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;
“Electronic Transactions Act”
means the Electronic Transactions Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;
“Memorandum of Association”
means the memorandum of association of the Company, as amended or substituted from time to time;
“Ordinary Resolution”
means a resolution:
(a)
passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles (in computing the majority regard shall be had to the number of votes to which each Shareholder is entitled by these Articles); or
(b)
approved in writing in accordance with Article 84 by Shareholders representing a majority of the votes that would have been entitled to be cast on the resolution at a general meeting;
“Ordinary Share”
means a Class A Ordinary Share or a Class B Ordinary Share;
“paid up”
means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;
“Person”
means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;
“Present”
means, in respect of any Person, such Person’s presence at a general meeting of Shareholders (or any meeting of the holders of any Class of Shares), which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorised representative (or, in the case of any Shareholder, a proxy which has been validly appointed by such Shareholder in accordance with these Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities;
“Register”
means the register of members of the Company maintained in accordance with the Companies Act;
“Registered Office”
means the registered office of the Company as required by the Companies Act;
4
“Seal”
means the common seal of the Company (if adopted) including any facsimile thereof;
“Secretary”
means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;
“Securities Act”
means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;
“Share”
means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share;
“Shareholder”
means a Person who is registered as the holder of one or more Shares in the Register;
“Share Premium Account”
means the share premium account established in accordance with these Articles and the Companies Act;
“signed”
means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication;
“Special Resolution”
means a special resolution of the Company passed in accordance with the Companies Act, being a resolution:
(a)
passed by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or
(b)
approved in writing in accordance with Article 84 by all of the Shareholders entitled to vote on the resolution;
“Treasury Share”
means a Share held in the name of the Company as a treasury share in accordance with the Companies Act;
“United States”
means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and
“Virtual Meeting”
means any general meeting of the Shareholders (or any meeting of the holders of any Class of Shares) at which the Shareholders (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.
5
2.
In these Articles, save where the context requires otherwise:
(a)
words importing the singular number shall include the plural number and vice versa;
(b)
words importing the masculine gender only shall include the feminine gender and any Person as the context
may require;
(c)
the word “may” shall be construed as permissive and the word “shall” shall be
construed as imperative;
(d)
reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of
the United States of America;
(e)
reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for
the time being in force;
(f)
reference to any determination by the Directors shall be construed as a determination by the Directors
in their sole and absolute discretion and shall be applicable either generally or in any particular case;
(g)
any phrase introduced by the terms “including”, “include” or “in particular”
or similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(h)
reference to “in writing” shall be construed as written or represented by any means reproducible
in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format
for storage or transmission for writing including in the form of an electronic record or partly one and partly another;
(i)
any requirements as to delivery under the Articles include delivery in the form of an electronic record
or an electronic communication;
(j)
any requirements as to execution or signature under the Articles, including the execution of the Articles
themselves, can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act; and
(k)
Sections 8 and 19(3) of the Electronic Transactions Act shall not apply.
3.
Subject to the last two preceding Articles, any words defined in the Companies Act shall, if not inconsistent
with the subject or context, bear the same meaning in these Articles.
PRELIMINARY
4.
The business of the Company may be conducted as the Directors see fit.
5.
The Registered Office shall be at such address in the Cayman Islands as the Directors may from time to
time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places
as the Directors may from time to time determine.
6
6.
The expenses incurred in the formation of the Company and in connection with the offer for subscription
and issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the
amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.
7.
The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time
to time determine and, in the absence of any such determination, the Register shall be kept at the Registered Office.
SHARES
8.
Subject to these Articles and where applicable the Designated Stock Exchange Rules, all Shares for the
time being unissued shall be under the control of the Directors who may, in their absolute discretion and without the approval of the
Shareholders, cause the Company to:
(a)
issue, allot, or otherwise dispose of Shares (including, without limitation, preferred shares) (whether
in certificated form or non-certificated form) to such Persons, in such manner, at such times and on such terms and having such rights
and being subject to such restrictions as they may from time to time determine;
(b)
grant rights over Shares or other securities to be issued in one or more classes or series as they deem
necessary or appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or
securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of
which may be greater than the powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such
times and on such other terms as they think proper; and
(c)
grant options with respect to Shares and issue warrants or similar instruments with respect thereto, at
such times and on such terms and having such rights and being subject to such restrictions as they may from time to time determine.
9.
The Directors may authorise the division of Shares into any number of Classes and the different Classes
shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including,
without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between
the different Classes (if any) may be fixed and determined by the Directors or by an Ordinary Resolution. The Directors may issue Shares
with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms
as they may think appropriate. Notwithstanding Article  17, the Directors may issue from time to time, out of the authorised share
capital of the Company, series of preferred shares in their absolute discretion and without approval of the Shareholders; provided, however,
before any preferred shares of any such series are issued, the Directors may by resolution of Directors determine, with respect to any
series of preferred shares, the terms and rights of that series, including:
(a)
the designation of such series, the number of preferred shares to constitute such series and the subscription
price thereof if different from the par value thereof;
7
(b)
whether the preferred shares of such series shall have voting rights, in addition to any voting rights
provided by law, and, if so, the terms of such voting rights, which may be general or limited;
(c)
the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if
so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends
shall bear to the dividends payable on any shares of any other class or any other series of shares;
(d)
whether the preferred shares of such series shall be subject to redemption by the Company, and, if so,
the times, prices and other conditions of such redemption;
(e)
whether the preferred shares of such series shall have any rights to receive any part of the assets available
for distribution amongst the Shareholders upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and
the relation which such liquidation preference shall bear to the entitlements of the holders of shares of any other class or any other
series of shares;
(f)
whether the preferred shares of such series shall be subject to the operation of a retirement or sinking
fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption
of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation
thereof;
(g)
whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of
any other class or any other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;
(h)
the limitations and restrictions, if any, to be effective while any preferred shares of such series are
outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition
by the Company of, the existing shares or shares of any other class of shares or any other series of preferred shares;
(i)
the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue
of any additional shares, including additional shares of such series or of any other class of shares or any other series of preferred
shares; and
(j)
any other powers, preferences and relative, participating, optional and other special rights, and any
qualifications, limitations and restrictions thereof; and, for such purposes, the Directors may reserve an appropriate number of Shares
for the time being unissued. The Company shall not issue Shares to bearer.
10.
The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of
his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the
payment of cash or the lodgment of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay
such brokerage as may be lawful on any issue of Shares.
8
11.
The Directors may refuse to accept any application for Shares, and may accept any application in whole
or in part, for any reason or for no reason.
CLASS A ORDINARY
SHARES AND CLASS B ORDINARY SHARES
12.
Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together
as one class on all resolutions submitted to a vote by the Shareholders. Each Class A Ordinary Share shall entitle the holder thereof
to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle
the holder thereof to fifty (50) votes on all matters subject to vote at general meetings of the Company.
13.
Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time
at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering
a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A
Ordinary Shares. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares.
14.
Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to these Articles
shall be effected by means of the re-designation of each relevant Class B Ordinary Share as a Class A Ordinary Share. Such conversion
shall become effective (i) in the case of any conversion effected pursuant to Article 13, forthwith upon the receipt by the
Company of the written notice delivered to the Company as described in Article 13 (or at such later date as may be specified in such
notice), or (ii) in the case of any automatic conversion effected pursuant to Article 15, forthwith upon occurrence of the event
specified in Article 15 which triggers such automatic conversion, and the Company shall make entries in the Register to record the
re-designation of the relevant Class B Ordinary Shares as Class A Ordinary Shares.
15.
Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a Shareholder
to any person who is not the Designated Person or an Affiliate of the Designated Person, or upon a change of ultimate beneficial ownership
of any Class B Ordinary Share to any Person who is not the Designated Person or an Affiliate of the Designated Person, such Class B
Ordinary Share shall be automatically and immediately converted into the same number of Class A Ordinary Share. For the avoidance
of doubt, (i) where a sale, transfer, assignment or disposition involves a change to the legal title to Class B Ordinary Shares,
it shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in its Register, and where
a sale, transfer, assignment or disposition involves a change to the ultimate beneficial ownership or there is otherwise no change to
the legal title to Class B Ordinary Shares, it shall be deemed effective at the time of the change, as determined in good faith by the
Directors in their sole discretion; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever
description on any Class B Ordinary Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale,
transfer, assignment or disposition, or a change of ultimate beneficial ownership, unless and until any such pledge, charge, encumbrance
or other third party right is enforced and results in the third party holding legal title to the relevant Class B Ordinary Shares,
in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary
Shares. For the purposes of this Article  15, beneficial ownership shall have the meaning set forth in Rule 13d-3 under the
United States Securities Exchange Act of 1934, as amended.
9
16.
Save and except for voting rights and conversion rights as set out in Articles 12 to 15 (inclusive), the
Class A Ordinary Shares and the Class B Ordinary Shares shall rank
pari passu
with one another and shall have
the same rights, preferences, privileges and restrictions.
MODIFICATION OF RIGHTS
17.
Whenever the capital of the Company is divided into different Classes the rights attached to any such
Class may, subject to any rights or restrictions for the time being attached to any Class, only be materially and adversely varied
with the consent in writing of the holders of two-thirds of the issued Shares of that Class or with the sanction of a Special Resolution
passed at a separate meeting of the holders of the Shares of that Class. To every such separate meeting all the provisions of these Articles
relating to general meetings of the Company or to the proceedings thereat shall,
mutatis mutandis
, apply, except that the
necessary quorum shall be one or more Persons holding or representing by proxy at least one-third in nominal or par value amount of the
issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not Present,
those Shareholders who are Present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to
the Shares of that Class, every Shareholder of the Class shall have one vote for each Share of the Class held by him. For the
purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider
that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as
separate Classes.
18.
The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights
shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially and
adversely varied by, inter alia, the creation, allotment or issue of further Shares ranking
pari passu
with or subsequent
to them or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be
deemed to be materially and adversely varied by the creation or issue of Shares with preferred or other rights including, without limitation,
the creation of Shares with enhanced or weighted voting rights.
CERTIFICATES
19.
A Shareholder may only be entitled to a share certificate if the Directors resolve that share certificates
shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates
shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued
with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be numbered or otherwise identified
and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject
to these Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall
have been surrendered and cancelled.
20.
Every share certificate of the Company shall bear such legends as may be required under applicable laws,
including the Securities Act.
21.
No certificate shall be issued representing shares of more than one class.
22.
If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed,
a new certificate representing the same Shares may be issued to the relevant Shareholder upon request, subject to delivery up of the old
certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the
payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.
10
23.
The Company shall not be bound to issue more than one certificate for Shares held jointly by more than
one person. In the event that Shares are held jointly by several Persons, any request may be made by any one of the joint holders and
if so made shall be binding on all of the joint holders.
FRACTIONAL SHARES
24.
The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject
to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or
otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality
of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the
same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.
LIEN
25.
The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts
(whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount
lien on every Share registered in the name of a Person indebted or under liability to the Company (whether he is the sole registered holder
of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable).
The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company’s
lien on a Share extends to any amount payable in respect of it, including but not limited to dividends.
26.
The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share
on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor
until the expiration of fourteen calendar days after a notice in writing, demanding payment of such part of the amount in respect of which
the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled
thereto by reason of his death or bankruptcy.
27.
For giving effect to any such sale the Directors may authorise a Person to transfer the Shares sold to
the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be
bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity
in the proceedings in reference to the sale.
28.
The proceeds of the sale after deduction of expenses, fees and commissions incurred by the Company shall
be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable,
and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to
the Person entitled to the Shares immediately prior to the sale.
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CALLS ON SHARES
29.
Subject to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders
in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen calendar days’
notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares.
A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.
30.
The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.
31.
If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof,
the Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for
the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly
or in part.
32.
The provisions of these Articles as to the liability of joint holders and as to payment of interest shall
apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account
of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.
33.
The Directors may make arrangements with respect to the issue of partly paid Shares for a difference between
the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment.
34.
The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or
any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may
(until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of
an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors.
No such sum paid in advance of calls shall entitle the Shareholder paying such sum to any portion of a dividend declared in respect of
any period prior to the date upon which such sum would, but for such payment, become presently payable.
FORFEITURE OF SHARES
35.
If a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares on the
day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid,
serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
36.
The notice shall name a further day (not earlier than the expiration of fourteen calendar days from the
date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment
at or before the time appointed, the Shares in respect of which the call was made will be liable to be forfeited.
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37.
If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which
the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution
of the Directors to that effect.
38.
A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors
think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.
39.
A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited
Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him
to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the
amount unpaid on the Shares forfeited.
40.
A certificate in writing under the hand of a Director that a Share has been duly forfeited on a date stated
in the certificate shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the
Share.
41.
The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof
pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom
the Share is sold or disposed of and that Person shall be registered as the holder of the Share and shall not be bound to see to the application
of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference
to the disposition or sale.
42.
The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which
by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the
same had been payable by virtue of a call duly made and notified.
TRANSFER OF SHARES
43.
The instrument of transfer of any Share shall be in writing and in any usual or common form or such other
form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of
a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied
by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show
the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee
is entered in the Register in respect of the relevant Shares. Subject to these Articles, any Shareholder may transfer all or any of his
shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other
form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or a central depository house
or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to
time.
44.
(a)
The Directors may in their absolute discretion decline to register any transfer of Shares which is not
fully paid up or on which the Company has a lien.
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(b)
The Directors may also decline to register any transfer of any Share unless:
(i)
the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares to
which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;
(ii)
the instrument of transfer is in respect of only one Class of Shares;
(iii)
the instrument of transfer is properly stamped, if required;
(iv)
in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred
does not exceed four; and
(v)
a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser
sum as the Board of Directors may from time to time require, is paid to the Company in respect thereof.
45.
The registration of transfers may, after compliance with any notice required by the Designated Stock Exchange
Rules, be suspended and the Register closed at such times and for such periods as the Directors may, in their absolute discretion, from
time to time determine, provided always that such registration of transfer shall not be suspended nor the Register closed for more than
thirty calendar days in any calendar year.
46.
All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse
to register a transfer of any Shares, they shall within two calendar months after the date on which the transfer was lodged with the Company
send notice of the refusal to each of the transferor and the transferee.
TRANSMISSION OF SHARES
47.
The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised
by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or
survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognised by the Company as having
any title to the Share.
48.
Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall,
upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder
in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person
could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had
in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.
49.
A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled
to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not,
before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership
in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such Person to
elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety calendar days, the
Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements
of the notice have been complied with.
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REGISTRATION OF EMPOWERING
INSTRUMENTS
50.
The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of
every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other
instrument.
ALTERATION OF SHARE
CAPITAL
51.
The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be
divided into Shares of such Classes and amount, as the resolution shall prescribe and with such rights, priorities and privileges annexed
thereto, as the Company in general meeting may determine.
52.
The Company may by Ordinary Resolution:
(a)
increase its share capital by new Shares of such amount as it thinks appropriate;
(b)
consolidate and divide all or any of its share capital into Shares of a larger amount than its existing
Shares;
(c)
divide its Shares into several classes and without prejudice to any special rights previously conferred
on the holders of existing Shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions
or such restrictions which in the absence of any such determination by the Company in general meeting, as the Directors may determine
provided always that, for the avoidance of doubt, where a Class of Shares has been authorised by the Company, no resolution of the Company
in general meeting is required for the issuance of Shares of that Class and the Directors may issue Shares of that Class and determine
such rights, privileges, conditions or restrictions attaching thereto as aforesaid, and further provided that where the Company issues
shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such Shares and where the
equity capital includes shares with different voting rights, the designation of each Class of Shares, other than those with the most favourable
voting rights, must include the words “restricted voting” or “limited voting”;
(d)
subdivide its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum,
provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be
the same as it was in case of the Share from which the reduced Share is derived; and
(e)
cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to
be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.
53.
All new Shares created in accordance with the provisions of the preceding Article shall be subject to
the same provisions of the Articles with reference to the payment of calls, Liens, transfer, transmission, forfeiture and otherwise as
the Shares in the original share capital. The Board may settle as it considers expedient any difficulty which arises in relation to any
consolidation and division under the preceding Article and in particular but without prejudice to the generality of the foregoing may
arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses
of such sale) in due proportion amongst the Shareholders who would have been entitled to the fractions, and for this purpose the Board
may authorise some person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to
the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor will
his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
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54.
The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any
manner authorised by the Companies Act.
REDEMPTION, PURCHASE
AND SURRENDER OF SHARES
55.
Subject to the provisions of the Companies Act and these Articles, the Company may:
(a)
issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or
the Company. The redemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such
Shares, by the Board;
(b)
purchase its own Shares (including any redeemable Shares) on such terms and in such manner and terms as
have been approved by the Board, or are otherwise authorised by these Articles; and
(c)
make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the
Companies Act, including out of capital.
56.
The purchase of any Share shall not oblige the Company to purchase any other Share other than as may be
required pursuant to applicable law and any other contractual obligations of the Company.
57.
The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if
any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect
thereof.
58.
The Directors may accept the surrender for no consideration of any fully paid Share.
TREASURY SHARES
59.
The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share
shall be held as a Treasury Share.
60.
The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they
think proper (including, without limitation, for nil consideration).
GENERAL MEETINGS
61.
All general meetings other than annual general meetings shall be called extraordinary general meetings.
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62.
(a)
The Company may (but shall not be obliged to) in each calendar year hold a general meeting as its annual general meeting and shall
specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as may be determined
by the Directors.
(b)
At these meetings the report of the Directors (if any) shall be presented.
63.
(a)
The Chairman or a majority of the Directors (acting by a resolution of the Board) may call general meetings,
and they shall on a Shareholders’ requisition forthwith proceed to convene an extraordinary general meeting of the Company.
(b)
A Shareholders’ requisition is a requisition of Shareholders holding at the date of deposit of the
requisition Shares which carry in aggregate not less than one-tenth (1/10) of the total number of votes attaching to all issued and outstanding
Shares that as at the date of the deposit carry the right to vote at general meetings of the Company.
(c)
The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited
at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.
(d)
If there are no Directors as at the date of the deposit of the Shareholders’ requisition, or if
the Directors do not within twenty-one (21) calendar days from the date of the deposit of the requisition duly proceed to convene a general
meeting to be held within a further twenty-one (21) calendar days, the requisitionists, or any of them representing more than one-half
of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after
the expiration of three calendar months after the expiration of the said twenty-one (21) calendar days.
(e)
A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly
as possible as that in which general meetings are to be convened by Directors.
NOTICE OF GENERAL MEETINGS
64.
At least five (5) clear days’ notice shall be given for any general meeting. Every notice shall
be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the
day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such
other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice
specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been
complied with, be deemed to have been duly convened if it is so agreed:
(a)
in the case of an annual general meeting, by all the Shareholders (or their proxies) entitled to attend
and vote thereat; and
(b)
in the case of an extraordinary general meeting, by holders of two-thirds of the Shareholders having a
right to attend and vote at the meeting Present or, in the case of a corporation or other non-natural person, represented by its duly
authorised representative or proxy.
17
65.
The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by
any Shareholder shall not invalidate the proceedings at any meeting.
PROCEEDINGS AT GENERAL
MEETINGS
66.
No business except for the appointment of a chairman for the meeting shall be transacted at any general
meeting unless a quorum of Shareholders is Present at the time when the meeting proceeds to business. One or more Shareholders holding
Shares which carry in aggregate (or representing by proxy) not less than a majority of all votes attaching to all Shares in issue and
entitled to vote at such general meeting Present shall be a quorum for all purposes.
67.
If within half an hour from the time appointed for the meeting a quorum is not Present, the meeting shall
be dissolved.
68.
If the Directors wish to make this facility available for a specific general meeting or all general meetings
of the Company, attendance and participation in any general meeting of the Company may be by means of Communication Facilities. Without
limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting. The
notice of any general meeting at which Communication Facilities will be utilised (including any Virtual Meeting) must disclose the Communication
Facilities that will be used, including the procedures to be followed by any Shareholder or other participant of the meeting who wishes
to utilise such Communication Facilities for the purposes of attending and participating in such meeting, including attending and casting
any vote thereat.
69.
The Chairman, if any, shall preside as chairman at every general meeting of the Company. If there is no
such Chairman, or if at any general meeting he is not Present within fifteen minutes after the time appointed for holding the meeting
or is unwilling to act as chairman of the meeting, any Director or Person nominated by the Directors shall preside as chairman of that
meeting, failing which the Shareholders Present shall choose any Person Present to be chairman of that meeting.
70.
The chairman of any general meeting shall be entitled to attend and participate at any such general meeting
by means of Communication Facilities, and to act as the chairman of such general meeting, in which event the following provisions shall
apply:
(a)
The chairman of the meeting shall be deemed to be Present at the meeting; and
(b)
If the Communication Facilities are interrupted or fail for any reason to enable the chairman of the meeting
to hear and be heard by all other Persons participating in the meeting, then the other Directors Present at the meeting shall choose another
Director Present to act as chairman of the meeting for the remainder of the meeting; provided that if no other Director is Present at
the meeting, or if all the Directors Present decline to take the chair, then the meeting shall be automatically adjourned to the same
day in the next week and at such time and place as shall be decided by the Board of Directors.
71.
The chairman of any general meeting at which a quorum is Present may with the consent of the meeting (and
shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted
at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting,
or adjourned meeting, is adjourned for fourteen calendar days or more, notice of the adjourned meeting shall be given as in the case of
an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted
at an adjourned meeting.
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72.
The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting,
except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason, upon
notice in writing to Shareholders. A postponement may be for a stated period of any length or indefinitely as the Directors may determine.
73.
At any general meeting a resolution put to the vote of the meeting shall be decided by poll.
74.
The result of the poll shall be deemed to be the resolution of the meeting.
75.
All questions submitted to a meeting shall be decided by an Ordinary Resolution except where a greater
majority is required by these Articles or by the Companies Act. In the case of an equality of votes, the chairman of the meeting shall
be entitled to a second or casting vote.
VOTES OF SHAREHOLDERS
76.
Subject to any rights and restrictions for the time being attached to any Share, every Shareholder Present
in person or represented by its duly authorised representative or proxy shall have one (1) vote for each Class A Ordinary Share
and fifty (50) votes for each Class B Ordinary Share of which such Shareholder is the holder.
77.
In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy (or,
if a corporation or other non-natural person, by its duly authorised representative or proxy) shall be accepted to the exclusion of the
votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register.
78.
Shares carrying the right to vote that are held by a Shareholder of unsound mind, or in respect of whom
an order has been made by any court having jurisdiction in lunacy, may be voted by his committee, or other Person in the nature of a committee
appointed by that court, and any such committee or other Person may vote in respect of such Shares by proxy.
79.
No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any,
or other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid.
80.
Votes may be given either personally or by proxy.
81.
Each Shareholder, other than a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)),
may only appoint one proxy. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly
authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised.
A proxy need not be a Shareholder.
82.
An instrument appointing a proxy may be in any usual or common form or such other form as the Directors
may approve.
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83.
The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as
is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company not less than
48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, provided
that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument
appointing a proxy may be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered
Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent
out by the Company. The chairman of the meeting may in any event at his discretion direct that an instrument of proxy shall be deemed
to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.
84.
(a)
Subject to this Article, anything which may be done by a resolution of the Shareholders passed at
a general meeting may instead be done by a resolution in writing, and a resolution in writing passed in accordance with this Article shall
be as valid and effective as if it had been passed at a general meeting of the Company duly convened and held.
(b)
A resolution
in writing shall not be proposed unless a copy of the proposed resolution, together with a statement of the Directors summarising its
purpose and effect, has been given to every Shareholder entitled to vote on the resolution. No minimum period need elapse between the
giving of such copy and statement and the signing of the resolution. The date on which such copy and statement are first given is referred
to in this Article as the “Circulation Date”.
(c)
A resolution
in writing is passed if it is signed by or on behalf of Shareholders representing:
(i)
in the case of a resolution to be passed as an Ordinary Resolution,
a majority of the votes that would have been entitled to be cast on the resolution at a general meeting of the Company; and
(ii)
in the case of a resolution to be passed as a Special Resolution,
all of the Shareholders entitled to vote on the resolution.
(d)
The record date for each resolution in writing (the “Consent
Record Date”) shall be the Circulation Date. Only a Shareholder entered on the Register as at the Consent Record Date shall be
entitled to sign the resolution, and the requisite majority under Article 84(c) shall be determined by reference to the votes eligible
to be cast as at that date.
(e)
For the purpose of determining whether the requisite majority
under Article 84(c) has been obtained, each Shareholder shall be treated as entitled to the number of votes to which that Shareholder
would be entitled on a poll at a general meeting, and the result shall be determined on the same basis as on a poll.
(f)
A resolution in writing may be contained in one instrument or
in several instruments in like form, each signed by or on behalf of one or more Shareholders. Signature by a duly authorised attorney,
by a duly authorised representative of a Shareholder that is a corporation, or by a proxy, shall be valid; and an instrument executed
and delivered by electronic means shall be treated as bearing an original signature. Each signed instrument shall be delivered to the
Company, including, if the Company so nominates, by delivery of an electronic record by electronic means to the address specified for
that purpose.
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(g)
Where a Shareholder holds Shares as a depositary or nominee,
the giving of a copy of the proposed resolution to that Shareholder in accordance with Article 84(b) shall constitute due circulation
to that Shareholder notwithstanding the timing or manner of any onward distribution to persons holding interests through it.
(h)
A resolution in writing shall take effect:-
(i)
in the case of an Ordinary Resolution, on the date on which Shareholders representing the requisite majority
have signed the resolution(or such later date as the resolution may specify); and
(ii)
in the case of a Special Resolution, on the date on which the last Shareholder whose signature is required
to pass it signs the resolution.
(i)
Within five (5) clear days after a resolution in writing takes effect, the Company shall give notice of
its passing to every Shareholder who did not sign it. The failure to give, or the accidental omission to give, or the non-receipt of,
such notice shall not invalidate the resolution.
(j)
A resolution in writing shall lapse, and shall be of no effect,
if it is not passed:
(i)
in the case of an Ordinary Resolution, within fourteen (14) clear days after the Circulation Date; and
(ii)
in the case of a Special Resolution, within twenty-one (21) clear days after the Circulation Date,
and
any signature added to a resolution in writing after it has lapsed shall be of no effect.
(k)
A resolution in writing may not be used to pass any resolution: (a) which the Companies Act or these Articles
requires to be passed at, or by a resolution passed at, a general meeting; (b) which the Companies Act or these Articles requires to be
passed as a Special Resolution, otherwise than in accordance with Article 84(c)(ii); or (c) removing a Director before the expiration
of his term of office.
CORPORATIONS ACTING
BY REPRESENTATIVES AT MEETINGS
85.
Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing
body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of
a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers
on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.
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DEPOSITARY AND CLEARING
HOUSES
86.
If a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Shareholder
of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such Person(s) as
it thinks fit to act as its representative(s) at any general meeting of the Company or of any Class of Shareholders provided
that, if more than one Person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which
each such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers
on behalf of the recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised
clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Shareholder holding the number
and Class of Shares specified in such authorisation, including the right to vote individually.
DIRECTORS
87.
(a)
Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less
than two (2) Directors, the exact number of Directors to be determined from time to time by the Board of Directors.
(b)
The Board of Directors shall elect and appoint a Chairman by a majority of the Directors then in office.
The period for which the Chairman will hold office will also be determined by a majority of all of the Directors then in office. The Chairman
shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board
of Directors within fifteen minutes after the time appointed for holding the same, the attending Directors may choose one of their number
to be the chairman of the meeting.
(c)
The Company may by Ordinary Resolution appoint any person to be a Director.
(d)
The Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting
at a Board meeting, appoint any person as a Director, to fill a casual vacancy on the Board or as an addition to the Board.
(e)
An appointment of a Director may be on terms that the Director shall automatically retire from office
(unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified
period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of express
provision. Any Director whose term of office expires shall be eligible for re-election at a meeting of the Shareholders or re-appointment
by the Board.
88.
A Director may be removed from office by an Ordinary Resolution, notwithstanding anything in these Articles
or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). A vacancy
on the Board created by the removal of a Director under the previous sentence may be filled by an Ordinary Resolution or by the affirmative
vote of a simple majority of the remaining Directors present and voting at a Board meeting. The notice of any meeting at which a resolution
to remove a Director shall be proposed or voted upon must contain a statement of the intention to remove that Director and such notice
must be served on that Director not less than ten (10) calendar days before the meeting. Such Director is entitled to attend the
meeting and be heard on the motion for his removal.
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89.
The Board may, from time to time, and except as required by applicable law or Designated Stock Exchange
Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company and determine on various
corporate governance related matters of the Company as the Board shall determine by resolution of Directors from time to time.
90.
A Director shall not be required to hold any Shares in the Company by way of qualification. A Director
who is not a Shareholder of the Company shall nevertheless be entitled to attend and speak at general meetings.
91.
The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution.
92.
The Directors shall be entitled to be paid for their travelling, hotel and other expenses properly incurred
by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of
the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereof as may
be determined by the Directors from time to time, or a combination partly of one such method and partly the other.
ALTERNATE DIRECTOR
OR PROXY
93.
Any Director may in writing appoint another Person to be his alternate and, save to the extent provided
otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director,
but shall not be required to sign such written resolutions where they have been signed by the appointing director, and to act in such
Director’s place at any meeting of the Directors at which the appointing Director is unable to be present. Every such alternate
shall be entitled to attend and vote at meetings of the Directors as a Director when the Director appointing him is not personally present
and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director
may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall be deemed for all purposes to
be a Director and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable
out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.
94.
Any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend
and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion
of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing
the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as
the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or
first used, prior to the commencement of the meeting.
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POWERS AND DUTIES OF
DIRECTORS
95.
Subject to the Companies Act, these Articles and any resolutions passed in a general meeting, the business
of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may
exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors
that would have been valid if that resolution had not been passed.
96.
Subject to these Articles, the Directors may from time to time appoint any natural person or corporation,
whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company,
including but not limited to, chief executive officer, one or more other executive officers, president, one or more vice presidents, treasurer,
assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation
in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any natural person
or corporation so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of their number
to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases
for any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.
97.
The Directors may appoint any natural person or corporation to be a Secretary (and if need be an assistant
Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers
as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company
by Ordinary Resolution.
98.
The Directors may delegate any of their powers to committees consisting of such member or members of their
body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be
imposed on it by the Directors.
99.
The Directors may from time to time and at any time by power of attorney (whether under Seal or under
hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors,
to be the attorney or attorneys or authorised signatory (any such Person being an “Attorney” or “Authorised Signatory”,
respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable
by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of
attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney
or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all
or any of the powers, authorities and discretion vested in him.
100.
The Directors may from time to time provide for the management of the affairs of the Company in such manner
as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred
by this Article.
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101.
The Directors from time to time and at any time may establish any committees, local boards or agencies
for managing any of the affairs of the Company and may appoint any natural person or corporation to be a member of such committees or
local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such natural person or corporation.
102.
The Directors from time to time and at any time may delegate to any such committee, local board, manager
or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the
time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment
or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time
remove any natural person or corporation so appointed and may annul or vary any such delegation, but no Person dealing in good faith and
without notice of any such annulment or variation shall be affected thereby.
103.
Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers,
authorities, and discretion for the time being vested in them.
BORROWING POWERS OF
DIRECTORS
104.
The Directors may from time to time at their discretion exercise all the powers of the Company to raise
or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof,
to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or
obligation of the Company or of any third party.
THE SEAL
105.
The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors
provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form
confirming a number of affixing of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary)
or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every
instrument to which the Seal is so affixed in their presence.
106.
The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint
and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always
that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming
a number of affixing of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors
shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed
in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal
had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence
of any one or more Persons as the Directors may appoint for the purpose.
107.
Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix
the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which
does not create any obligation binding on the Company.
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DISQUALIFICATION OF
DIRECTORS
108.
The office of Director shall be vacated, if the Director:
(a)
becomes bankrupt or makes any arrangement or composition with his creditors;
(b)
dies or is found to be or becomes of unsound mind;
(c)
resigns his office by notice in writing to the Company;
(d)
without special leave of absence from the Board, is absent from meetings of the Board for three consecutive
meetings and the Board resolves that his office be vacated;
(e)
is prohibited by law from being a director; or
(f)
is removed from office pursuant to any other provision of these Articles.
PROCEEDINGS OF DIRECTORS
109.
The Directors may meet together (either within or outside the Cayman Islands) for the despatch of business,
adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by
a majority of votes. At any meeting of the Directors, each Director present in person or represented by his proxy or alternate shall be
entitled to one vote. In case of an equality of votes the chairman of the meeting shall have a second or casting vote. A Director may,
and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.
110.
A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors
of which such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating
in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.
111.
The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and
unless so fixed the presence of two (2) Directors then in office shall constitute a quorum. A Director represented by proxy or by an alternate
Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.
112.
A Director who is in any way, whether directly or indirectly, interested in a contract or transaction
or proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the Directors. A general
notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded
as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration
of interest in regard to any contract so made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualification
by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or transaction or proposed contract or transaction
notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any
meeting of the Directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for
consideration.
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113.
A Director may hold any other office or place of profit under the Company (other than the office of auditor)
in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine
and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his
tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered
into by or on behalf of the Company in which any Director is in any way interested be liable to be avoided, nor shall any Director so
contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by
reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest,
may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office
or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment
or arrangement.
114.
Any Director may act by himself or through his firm in a professional capacity for the Company, and he
or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained
shall authorise a Director or his firm to act as auditor to the Company.
115.
The Directors shall cause minutes to be made for the purpose of recording:
(a)
all appointments of officers made by the Directors;
(b)
the names of the Directors present at each meeting of the Directors and of any committee of the Directors;
and
(c)
all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees
of Directors.
116.
When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed
to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical
defect in the proceedings.
117.
A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled
to receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided
otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer),
shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors,
as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly
appointed alternate.
118.
The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their
number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors
may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.
119.
Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may
elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes
after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairman of the meeting.
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120.
A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations
imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present
and in case of an equality of votes the chairman shall have a second or casting vote.
121.
All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting
as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director
or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed
and was qualified to be a Director.
PRESUMPTION OF ASSENT
122.
A Director who is present at a meeting of the Board of Directors at which an action on any Company matter
is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless
he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favour of such action.
DIVIDENDS
123.
Subject to any rights and restrictions for the time being attached to any Shares, the Directors may from
time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same
out of the funds of the Company lawfully available therefor.
124.
Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary
Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.
125.
The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available
for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors, be
applicable for meeting contingencies or for equalising dividends or for any other purpose to which those funds may be properly applied,
and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be
invested in such investments (other than Shares of the Company) as the Directors may from time to time think fit.
126.
Any dividend payable in cash to the holder of Shares may be paid in any manner determined by the Directors.
If paid by cheque it will be sent by mail addressed to the holder at his address in the Register, or addressed to such person and at such
addresses as the holder may direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable
to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect
of such Shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute
a good discharge to the Company.
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127.
The Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific
assets (which may consist of the shares or securities of any other company) and may settle all questions concerning such distribution.
Without limiting the generality of the foregoing, the Directors may fix the value of such specific assets, may determine that cash payment
shall be made to some Shareholders in lieu of specific assets and may vest any such specific assets in trustees on such terms as the Directors
think fit.
128.
Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall
be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares
dividends may be declared and paid according to the par value of the Shares. No amount paid on a Share in advance of calls shall, while
carrying interest, be treated for the purposes of this Article as paid on the Share.
129.
If several Persons are registered as joint holders of any Share, any of them may give effective receipts
for any dividend or other moneys payable on or in respect of the Share.
130.
No dividend shall bear interest against the Company.
131.
Any dividend unclaimed after a period of six calendar years from the date of declaration of such dividend
may be forfeited by the Board of Directors and, if so forfeited, shall revert to the Company.
ACCOUNTS, AUDIT AND
ANNUAL RETURN AND DECLARATION
132.
The books of account relating to the Company’s affairs shall be kept in such manner as may be determined
from time to time by the Directors.
133.
The books of account shall be kept at the Registered Office, or at such other place or places as the Directors
think fit, and shall always be open to the inspection of the Directors.
134.
The Directors may from time to time determine whether and to what extent and at what times and places
and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders
not being Directors, and no Shareholder (not being a Director) shall have any right to inspect any account or book or document of the
Company except as conferred by law or authorised by the Directors, provided that the Shareholders shall receive the annual audited financial
statements of the Company.
135.
The accounts relating to the Company’s affairs shall be audited in such manner and with such financial
year end as may be determined from time to time by the Directors or failing any determination as aforesaid shall not be audited.
136.
The Directors may appoint an auditor of the Company who shall hold office until removed from office by
a resolution of the Directors and may fix his or their remuneration.
137.
Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers
of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may
be necessary for the performance of the duties of the auditors.
138.
The auditors shall, if so required by the Directors, make a report on the accounts of the Company during
their tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon
request of the Directors or any general meeting of the Shareholders.
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139.
The Directors in each calendar year shall prepare, or cause to be prepared, an annual return and declaration
setting forth the particulars required by the Companies Act and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.
CAPITALISATION OF RESERVES
140.
Subject to the Companies Act, the Directors may:
(a)
resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account,
capital redemption reserve and profit and loss account), which is available for distribution;
(b)
appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount
of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:
(i)
paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or
(ii)
paying up in full unissued Shares or debentures of a nominal amount equal to that sum,
and allot the
Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and
partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution
may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;
(c)
make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised
reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with
the fractions as they think fit;
(d)
authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company
providing for either:
(i)
the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which
they may be entitled on the capitalisation, or
(ii)
the payment by the Company on behalf of the Shareholders (by the application of their respective proportions
of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares,
and any such
agreement made under this authority being effective and binding on all those Shareholders; and
(e)
generally do all acts and things required to give effect to the resolution.
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141.
Notwithstanding any provisions in these Articles and subject to the Companies Act, the Directors may resolve
to capitalise an amount standing to the credit of reserves (including the share premium account, capital redemption reserve and profit
and loss account) or otherwise available for distribution by applying such sum in paying up in full unissued Shares to be allotted and
issued to:
(a)
employees (including Directors) or service providers of the Company or its Affiliates upon exercise or
vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates
to such persons that has been adopted or approved by the Directors or the Shareholders; or
(b)
any trustee of any trust or administrator of any share incentive scheme or employee benefit scheme to
whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit
scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or Shareholders.
SHARE PREMIUM ACCOUNT
142.
The Directors shall in accordance with the Companies Act establish a Share Premium Account and shall carry
to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.
143.
There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference
between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such
sum may be paid out of the profits of the Company or, if permitted by the Companies Act, out of capital.
NOTICES
144.
Except as otherwise provided in these Articles, any notice or document may be served by the Company or
by the Person entitled to give notice to any Shareholder either personally, or by posting it by airmail or a recognised courier service
in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to any electronic
mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile to any facsimile
number such Shareholder may have specified in writing for the purpose of such service of notices, or by placing it on the Company’s
Website should the Directors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the
joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice
to all the joint holders.
145.
Notices sent from one country to another shall be sent or forwarded by prepaid airmail or a recognised
courier service.
146.
Any Shareholder Present at any meeting of the Company shall for all purposes be deemed to have received
due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.
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147.
Any notice or other document, if served by:
(a)
post, shall be deemed to have been served two calendar days after the time when the letter containing
the same is posted;
(b)
facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of
a report confirming transmission of the facsimile in full to the facsimile number of the recipient;
(c)
recognised courier service, shall be deemed to have been served 48 hours after the time when the letter
containing the same is delivered to the courier service; or
(d)
electronic means, shall be deemed to have been served immediately (i) upon the time of the transmission
to the electronic mail address supplied by the Shareholder to the Company or (ii) upon the time of its placement on the Company’s
Website.
In proving
service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed
and duly posted or delivered to the courier service.
148.
Any notice or document delivered or sent by post to or left at the registered address of any Shareholder
in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not
the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of
such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document have been removed
from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or
document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.
149.
Notice of every general meeting of the Company shall be given to:
(a)
all Shareholders holding Shares with the right to receive notice and who have supplied to the Company
an address for the giving of notices to them; and
(b)
every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for
his death or bankruptcy would be entitled to receive notice of the meeting.
No other Person
shall be entitled to receive notices of general meetings.
INFORMATION
150.
Subject to the relevant laws, rules and regulations applicable to the Company, no Shareholder shall
be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is
or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in
the opinion of the Board would not be in the interests of the Shareholders of the Company to communicate to the public.
151.
Subject to due compliance with the relevant laws, rules and regulations applicable to the Company,
the Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its
affairs to any of its Shareholders including, without limitation, information contained in the Register and transfer books of the Company.
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INDEMNITY
152.
Every Director (including for the purposes of this Article any alternate Director appointed pursuant
to the provisions of these Articles), Secretary, assistant Secretary, or other officer for the time being and from time to time of the
Company (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”)
shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred
or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, willful default or fraud,
in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution
or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs,
expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings
concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere. To the extent permissible under applicable
laws, the Shareholders waive any claim or right of action that they may have, both individually and on the Company’s behalf, against
any Director in relation to any action or failure to take action by such Director in the performance of his or her duties with or for
the Company, except in respect of any dishonesty, willful default or fraud of such Director.
153.
No Indemnified Person shall be liable:
(a)
for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the
Company; or
(b)
for any loss on account of defect of title to any property of the Company; or
(c)
on account of the insufficiency of any security in or upon which any money of the Company shall be invested;
or
(d)
for any loss incurred through any bank, broker or other similar Person; or
(e)
for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement
or oversight on such Indemnified Person’s part; or
(f)
for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge
of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto;
unless the
same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud.
FINANCIAL YEAR
154.
Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31 December in
each calendar year and shall begin on 1 January in each calendar year.
33
NON-RECOGNITION OF
TRUSTS
155.
No Person shall be recognised by the Company as holding any Share upon any trust and the Company shall
not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent,
future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Act requires) any
other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register.
WINDING UP
156.
If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the
Company and any other sanction required by the Companies Act, divide amongst the Shareholders in species or in kind the whole or any part
of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets
and determine how the division shall be carried out as between the Shareholders or different classes of Shareholders. The liquidator may,
with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as
the liquidator, with the like sanction, shall think fit, but so that no Shareholder shall be compelled to accept any asset upon which
there is a liability.
157.
If the Company shall be wound up, and the assets available for distribution amongst the Shareholders shall
be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall
be borne by the Shareholders in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution
amongst the Shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up,
the surplus shall be distributed amongst the Shareholders in proportion to the par value of the Shares held by them at the commencement
of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company
for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms
and conditions.
AMENDMENT OF ARTICLES
OF ASSOCIATION
158.
Subject to the Companies Act, the Company may at any time and from time to time by Special Resolution
alter or amend these Articles in whole or in part.
CLOSING OF REGISTER
OR FIXING RECORD DATE
159.
For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote
at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend,
or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall
be closed for transfers for a stated period which shall not exceed in any case thirty calendar days in any calendar year.
160.
In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date
for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders
and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within
ninety calendar days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination.
34
161.
If the Register is not so closed and no record date is fixed for the determination of those Shareholders
entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment
of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders
that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination
shall apply to any adjournment thereof.
REGISTRATION BY WAY
OF CONTINUATION
162.
The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction
outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance
of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister
the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and
may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.
DISCLOSURE
163.
The Directors, or any service providers (including the officers, the Secretary and the registered office
provider of the Company) specifically authorised by the Directors, shall be entitled to disclose to any regulatory or judicial authority
any information regarding the affairs of the Company including without limitation information contained in the Register and books of the
Company.
35

----- ea030845301ex5-1.htm -----
EX-5.1
4
ea030845301ex5-1.htm
OPINION OF OGIER REGARDING THE VALIDITY OF THE CLASS A ORDINARY SHARES BEING REGISTERED AND CERTAIN CAYMAN ISLANDS TAX MATTERS
Exhibit 5.1
Megan Holdings Limited
D
+852 3656 6054
E
nathan.powell@ogier.com
D
+852 3656 6023
E
janice.chu@ogier.com
Reference: JTC/SWL/518750.00001
20 October 2026
Dear Sirs
Megan Holdings Limited (the Company)
We have acted as Cayman Islands counsel to the
Company in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the
Registration Statement
), as filed with the United States Securities and Exchange Commission (the
Commission
) under the United
States Securities Act of 1933, as amended (the
Securities Act
). The Registration Statement relates to the sale and offering (the
Offering
) by the Company, on a reasonable best efforts basis, of up to 15,000,000 Class A Ordinary Shares (as defined below) (the
Securities
).
We are furnishing this opinion as Exhibit 5.1
and Exhibit 23.3 to the Registration Statement.
Unless a contrary intention appears, all capitalised
terms used in this opinion have the respective meanings set forth in the Documents (as defined in below). The headings herein are for
convenience only and do not affect the construction of this opinion.
1
Documents examined
For the purposes of giving this opinion,
we have examined originals, copies, or drafts of the following documents: (the
Documents
):
(a)
the certificate of incorporation of the Company dated 7 December 2022 issued by the Registrar of Companies
of the Cayman Islands (the
Registrar
);
(b)
the fourth amended and restated memorandum and articles of association of the Company as adopted by special
resolution passed on 21 August 2026 (the
Memorandum and Articles
);
(c)
the written resolutions of the shareholders of the Company dated 19 October 2026 approving, by ordinary
resolution and in the following order, (i) the increase of the authorised share capital of the Company by the creation of ten (10) additional
Class B Ordinary Shares of par value US$0.0001 each, (ii) the consolidation of every thirty (30) issued and unissued Class A Ordinary
Shares and Class B Ordinary Shares of par value US$0.0001 each into one (1) share of the same class of par value US$0.003 each, and (iii)
the increase of the authorised share capital of the Company to US$600,000 divided into 200,000,000 ordinary shares of par value US$0.003
each (the
Shareholder Resolutions
);
Ogier
Providing
advice on British Virgin Islands, Cayman Islands and Guernsey laws
Floor
11 Central Tower
28
Queen’s Road Central
Central
Hong
Kong
T
+852 3656 6000
F
+852 3010 0960
ogier.com
Partners
Nicholas
Plowman
Nathan
Powell
Anthony
Oakes
Oliver
Payne
Kate
Hodson
David
Nelson
Joanne
Collett
Dennis
Li
Cecilia
Li
Yuki
Yan
David
Lin
Alan
Wong
Janice
Chu
Zhao
Rong Ooi
Rachel
Huang**
Florence
Chan*
‡
Richard
Bennett**
‡
James
Bergstrom
‡
*
admitted in New Zealand
**
admitted in England and Wales
‡
not ordinarily resident in Hong Kong
Page
2
of
4
(d)
a certificate of good standing dated 16 October 2026 issued by the Registrar in respect of the Company
(the
Good Standing Certificate
);
(e)
the register of directors of the Company as provided to us on 18 June 2026 (the
Register of Directors
);
(f)
the shareholder lists of the Company as provided to us on 18 October 2026 (the
Register of Members
,
together with the Register of Directors, the
Registers
)
(g)
a copy of the written resolutions of all of the directors of the Company dated 19 October 2026 approving
among others, the Company’s filing of the Registration Statement and the offer, sale and issuance of the Securities (the
Board Resolutions
);
(h)
a certificate dated 19 October 2026 as to certain matters of fact signed by a director of the Company
(the
Director’s Certificate
); and
(i)
the Registration Statement.
2
Assumptions
In giving this opinion we have relied
upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect
of those assumptions:
(a)
all original documents examined by us are authentic and complete;
(b)
all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals
and those originals are authentic and complete;
(c)
all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;
(d)
each of the Good Standing Certificate, the Director’s Certificate and the Registers is accurate and complete
as at the date of this opinion;
(e)
the Memorandum and Articles is in full force and effect and, save for the alterations of the share capital
of the Company effected by the Shareholder Resolutions, has not been amended, varied, supplemented or revoked in any respect;
(f)
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;
(g)
the Board Resolutions remain in full force and effect, have not been, and will not be rescinded or amended,
and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the
standard of care, diligence and skill that is required of him or her in approving the Offering and the transactions set out in the Board
Resolutions and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Offering
and the Board Resolutions which has not been properly disclosed in the Board Resolutions;
(h)
the Shareholder Resolutions were duly passed in accordance with the Memorandum and Articles and the Companies
Act (as defined below), remain in full force and effect and have not been, and will not be, rescinded or amended;
Page
3
of
4
(i)
no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands
to subscribe for any shares of the Company and none of the shares have been offered or issued to residents of the Cayman Islands;
(j)
the Company is, and after the allotment and issuance of the Securities will be, able to pay its liabilities
as they fall due; and
(k)
there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have
any implication in relation to the opinions expressed herein.
3
Opinions
On the basis of the examinations and
assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion
that:
Corporate
status
(a)
The Company has been duly incorporated as an exempted company with limited liability and is validly existing
and in good standing with the Registrar.
Authorised
Share capital
(b)
The authorised share capital of the Company is US$600,000 divided into 200,000,000 ordinary shares of
par value of US$0.003 each, comprising 180,000,000 class A ordinary shares of par value of US$0.003 each (the
Class A Ordinary Shares
)
and 20,000,000 class B ordinary shares of par value of US$0.003 each (the
Class B Ordinary Shares
).
Corporate
Authorisation
(c)
The Company has taken all requisite corporate action to authorise the issuance and sale of the Securities
under the Registration Statement.
Valid Issuance
of Class A Ordinary Shares
(d)
The Class A Ordinary Shares to be offered and sold by the Company as contemplated by the Registration
Statement have been duly authorised for issue and when:
(i)
issued by the Company against payment in full of the consideration therefor in accordance with the terms
set out in the Registration Statement and the Memorandum and Articles; and
(ii)
such issuance of the Class A Ordinary Shares have been duly registered in the Company’s register of members
as fully paid shares,
will be validly issued,
fully paid and non-assessable.
Registration
Statement - Taxation
(e)
The statements contained in the Registration Statement in the section headed “
Cayman Islands
Taxation
”, in so far as they purport to summarise the laws or regulations of the Cayman Islands, are accurate in all material
respects and that such statements constitute our opinion.
Page
4
of
4
4
Limitations and Qualifications
4.1
We offer no opinion:
(a)
as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion,
made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references
in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; or
(b)
except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or
the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or
conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration
Statement and any other agreements into which the Company may have entered or any other documents.
4.2
Under the Companies Act (Revised) (
Companies Act
) of the Cayman Islands annual returns in respect
of the Company must be filed with the Registrar of Companies in the Cayman Islands, together with payment of annual filing fees. A failure
to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which
its assets will be vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit
of the public of the Cayman Islands.
4.3
In
good standing
means only that as of the date of this opinion the Company is up-to-date with
the filing of its annual returns and payment of annual fees with the Registrar of Companies. We have made no enquiries into the Company’s
good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands
other than the Companies Act.
5
Governing law of this opinion
5.1
This opinion is:
(a)
governed by, and shall be construed in accordance with, the laws of the Cayman Islands;
(b)
limited to the matters expressly stated in it; and
(c)
confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this
opinion.
5.2
Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that
legislation as amended to, and as in force at, the date of this opinion.
6
Reliance
6.1
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the
reference to our firm under the headings “
Enforceability of Civil Liabilities
” and “
Legal Matters
”
of the Registration Statement. In giving such consent, we do not believe that we are “experts” within the meaning of such
term used in the Securities Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
6.2
This opinion may be used only in connection with the offer and sale of the Securities and while the Registration
Statement is effective.
Yours faithfully
/s/ Ogier
Ogier