Atlas Trinity Tech Co., Ltd 6-K, filed Jun 30, 2026
Atlas Trinity Tech Co., Ltd. (ATTT)
About this 6-K
Atlas Trinity Tech Co., Ltd filed this 6-K on June 30, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-42100
RAYTECH HOLDING LIMITED
(Exact name of registrant as specified in its charter)
Unit 609, 6/F, Nan Fung Commercial Centre,
No.19 Lam Lok Street, Kowloon Bay, Hong Kong
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Closing of Registered Direct Offering
On June 18, 2026, Raytech Holding Limited (the “Company”) entered into securities purchase agreements with certain investors for the sale of an aggregate of 3,149,832 ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), at a public offering price of US$1.97 per Ordinary Share (the “Offering”). The Ordinary Shares were offered and sold pursuant to the Company’s registration statement on Form F-3 (File No. 333-290696), declared effective by the Securities and Exchange Commission on December 18, 2025, and a prospectus supplement dated June 18, 2026 filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended. The Offering closed on June 29, 2026, and the Company issued and sold all such Ordinary Shares for aggregate gross proceeds of approximately US$6.2 million before deducting placement agent fees and other offering expenses.
CBC Securities Inc. acted as the Company’s exclusive placement agent for the Offering on a reasonable best efforts basis, pursuant to a placement agency agreement dated June 18, 2026. The Company agreed to pay the placement agent a fixed cash transaction fee of US$50,000 at closing and to reimburse up to US$5,000 of its out-of-pocket expenses.
The board of directors and the audit committee of the board of directors of the Company have each reviewed and approved the Offering and the transactions contemplated thereby, including the participation of Fortune Genesis Holdings Limited and WK Frater Holdings Limited (the “Affiliated Investors”), as required under the Company’s related-party transaction approval procedures and applicable corporate governance requirements. The Affiliated Investors are affiliates of certain of the Company’s directors and its largest shareholder, and each purchased 999,014 Ordinary Shares in the Offering at the same price and on the same terms as the other investors. The Company relied on the foreign private issuer home country practice exemption under Nasdaq Listing Rule 5615(a)(3) in lieu of the shareholder approval requirements of Nasdaq Listing Rule 5635 in connection with such participation. Pursuant to Section 4.1 of their respective securities purchase agreements, each of the Affiliated Investors agreed to a lock-up, subject to customary exceptions, with respect to the Ordinary Shares purchased by it in the Offering for the period from the closing through and including September 20, 2026.
The Company intends to use the net proceeds for general corporate and working capital purposes, supporting its strategic expansion into the personal health care electronics product category, and integration costs and post-closing working capital requirements relating to the acquisition of Worry free Group (Hong Kong) Limited.
The foregoing descriptions of the securities purchase agreements and the placement agency agreement are summaries only and are qualified in their entirety by reference to the full text of such documents, the forms of which are filed as Exhibits 10.1 and 10.2 hereto. The information in this report on Form 6-K, together with such exhibits, is incorporated by reference into the Company’s registration statement on Form F-3 (Registration No. 333-290696).
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Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Harney Westwood & Riegels | |
| 10.1 | Form of Securities Purchase Agreement, dated June 18, 2026 | |
| 10.2 | Placement Agency Agreement, dated June 18, 2026 | |
| 99.1 | Press Release, dated June 29, 2026 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Raytech Holding Limited | ||
| Date: June 29, 2026 | By: | /s/ Tim Hoi Ching |
| Name: | Tim Hoi Ching | |
| Title: | Chief Executive Officer | |
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Exhibit 5.1
 |
Harney Westwood & Riegels |
| 14th Floor, Alexandra House | |
| 18 Chater Road | |
| Central | |
| Hong Kong |
Tel: +852 5806 7800
Fax: +852 5806 7810
18 June 2026
raymond.ng@harneys.com
+852 5806 7883
066171-0002-RLN
Raytech Holding Limited
Aegis Chambers, 1st Floor
Ellen Skelton Building
3076 Sir Francis Drake’s Highway
Road Town, Tortola, VG1110
British Virgin Islands
Dear Sir or Madam
Raytech Holding Limited (the Company)
We are lawyers qualified to practise in the British Virgin Islands and have acted as British Virgin Islands advisers to the Company in connection with the Company’s potential offering of such securities or ordinary shares of the Company (the Shares) for up to US$7,600,000 aggregate gross proceeds (before fees and expenses) as set forth in the Company’s prospectus supplement (the Prospectus Supplement) to the prospectus dated 18 December 2025, forming part of the shelf registration statement on Form F-3 (the Registration Statement) filed with the Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended.
We are furnishing this opinion as Exhibit 5.1 to the Registration Statement.
For the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1) which we regard as necessary in order to issue this opinion. We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.
In giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not verified.
| The British Virgin Islands is Harneys Hong Kong office’s main jurisdiction
of practice. Jersey legal services are provided through a referral arrangement with Harneys (Jersey) which is an independently owned and controlled Jersey law firm. Resident Partners: M Chu | Y Fan | SG Gray | IC Groark | SO Karolczuk | PM Kay | MW Kwok WPT Lee | IN Mann | BP McCosker | R Ng | PJ Sephton |
Anguilla | Bermuda | British Virgin
Islands Cayman Islands | Cyprus | Dubai | Hong Kong | Jersey London | Luxembourg | Shanghai | Singapore harneys.com |
Based solely upon the foregoing examinations and assumptions and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the British Virgin Islands:
| 1 | Existence and Good Standing. The Company is a BVI business company duly incorporated with limited liability, and is validly existing and in good standing under the laws of the British Virgin Islands. The Company is a separate legal entity and is subject to suit in its own name. |
| 2 | Maximum Number of Authorized Shares. The Company is authorized to issue up to a maximum of 500,000,000 ordinary shares of a single class each with a par value of US$0.0001. |
| 3 | Valid Issuance of Shares. The allotment and issuance of the Shares as contemplated by the Prospectus Supplement and the final terms of such allotment and issuance have been duly approved and authorised by the Company. When the Shares are allotted, issued and fully paid for in accordance with the Registration Statement, and when the names of the shareholders are entered in the register of members of the Company, the Shares will be validly allotted, issued, fully paid and non-assessable. |
| 4 | British Virgin Islands Law. The statements under the headings “Enforceability of Civil Liabilities”, “Description of Shares” and “Legal Matters” in the prospectus supplement forming part of the Registration Statement, to the extent that they constitute statements of British Virgin Islands law, are accurate in all material respects as at the date of this opinion and such statements constitute our opinion. |
This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the British Virgin Islands as they are in force and applied by the British Virgin Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. Except as specifically stated herein, we express no opinion as to matters of fact. Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in the Registration Statement. We express no opinion with respect to the commercial terms of the transactions the subject of this opinion.
In connection with the above opinion, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to this firm in the Registration Statement under the headings “Enforceability of Civil Liabilities”, “Description of Shares” and “Legal Matters” and elsewhere in the prospectus supplement included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.
This opinion shall be construed in accordance with the laws of the British Virgin Islands.
Yours faithfully
/s/ Harney Westwood & Riegels
Harney Westwood & Riegels
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SCHEDULE 1
List of Documents and Records Examined
| 1 | the certificate of incorporation of the Company dated 24 June 2022; |
| 2 | the amended and restated memorandum and articles of association of the Company dated 3 November 2025; |
| 3 | the register of directors of the Company provided to us on 4 June 2026; |
| 4 | a copy of the unanimous written resolutions of the directors of the Company dated 3 June 2026 (the Resolutions); |
| 5 | a certificate of good standing in respect of the Company issued by the Registrar of Corporate Affairs dated 18 May 2026; |
| 6 | a certificate of incumbency in respect of the company issued by the registered agent of the Company, Aegis International Group Limited, on 21 May 2026; |
| 7 | a certificate from a director of the Company dated 4 June 2026, a copy of which is attached hereto (the Director’s Certificate); and |
| 8 | the Prospectus Supplement filed with the Commission on 18 June 2026. |
(1 to 7 above are the Corporate Documents, and 1 to 8 above are the Documents).
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SCHEDULE 2
Assumptions
| 1 | Directors. The board of directors of the Company considers the transactions contemplated by the Registration Statement to be in the best interests of the Company and no director has a financial interest in or other relationship to a party or the transactions contemplated by the Registration Statement which has not been properly disclosed in the Resolutions. |
| 2 | Authenticity of Documents. All original Documents are authentic, all signatures, initials and seals are genuine, all copies of Documents are true and correct copies. |
| 3 | Corporate Documents. All matters required by law to be recorded in the Corporate Documents are so recorded, all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete, and all facts expressed in or implied thereby are accurate and complete. |
| 4 | Director’s Certificate. The contents of the Director’s Certificate are true and accurate as at the date of this opinion and there is no information not contained in the Director’s Certificate that will in any way affect this opinion. |
| 5 | No Steps to Wind-up. The directors and shareholders of the Company have not taken any steps to appoint a liquidator of the Company and no receiver has been appointed over any of the property or assets of the Company. |
| 6 | Resolutions. The written Resolutions have been duly executed (and where executed by a corporate entity, such execution has been duly authorised if so required) by or on behalf of each director or shareholder (as the case may be), and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed. The Resolutions remain in full force and effect. |
| 7 | Unseen Documents. Save for the Documents provided to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions envisaged in the Registration Statement. |
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SCHEDULE 3
Qualifications
| 1 | Enforceability. The term enforceable as used above means that the obligations assumed by the Company under the relevant instrument are of a type which the courts of the British Virgin Islands enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular: |
| (a) | Insolvency. Rights and obligations may be limited by bankruptcy, insolvency, liquidation, winding-up, reorganisation, moratorium, readjustment of debts, arrangements and other similar laws of general application affecting the rights of creditors. |
| (b) | Limitation Periods. Claims under the Registrable Securities Agreements may become barred under the Limitation Act 1961 relating to the limitation of actions in the British Virgin Islands or may be or become subject to defences of set-off, estoppel or counterclaim. |
| (c) | Equitable Rights and Remedies. Equitable rights may be defeated by a bona fide purchaser for value without notice. Equitable remedies such as injunctions and orders for specific performance are discretionary and will not normally be available where damages are considered an adequate remedy. |
| (d) | Fair Dealing. Strict legal rights may be qualified by doctrines of good faith and fair dealing - for example a certificate or calculation as to any matter might be held by a British Virgin Islands court not to be conclusive if it could be shown to have an unreasonable or arbitrary basis, or in the event of manifest error. |
| (e) | Prevention of Enforcement. Enforcement may be prevented by reason of fraud, coercion, duress, undue influence, unreasonable restraint of trade, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts. |
| (f) | Penal Provisions. Provisions, for example, for the payment of additional interest in certain circumstances, may be unenforceable to the extent a court of the British Virgin Islands determines such provisions to be penal. |
| (g) | Currency. A British Virgin Islands court retains a discretion to denominate any judgment in US dollars. |
| (h) | Confidentiality. Provisions imposing confidentiality obligations may be overridden by the requirements of legal process. |
| (i) | Award of Costs. In principle the courts of the British Virgin Islands will award costs and disbursements in litigation in accordance with the relevant contractual provisions but there remains some uncertainty as to the way in which the rules of the High Court will be applied in practice. |
| (j) | Inappropriate Forum. The courts of the British Virgin Islands may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Registrable Securities Agreements in matters where they determine that (i) such proceedings may be tried in a more appropriate forum; (ii) proceedings are already underway in a different forum; or (iii) the issues have already been finally determined by another forum. |
| (k) | Financial Services Business. An agreement made by a person in the course of carrying on unlicensed financial services business is unenforceable against the other party to the agreement under section 50F of the Financial Services Commission Act, Revised Edition 2020. |
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| 2 | Foreign Statutes. We express no opinion in relation to provisions making reference to foreign statutes in the Registration Statement. |
| 3 | Commercial Terms. Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion. |
| 4 | Meaning of Non-Assessable. In this opinion the phrase non-assessable means, with respect to the issuance of the Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
| 5 | Good Standing. To maintain the Company in good standing under the laws of the British Virgin Islands, it must pay its annual licence fees to the Registrar of Corporate Affairs, and comply with its mandated statutory obligations. |
| 6 | Economic Substance. We have undertaken no enquiry and express no view as to the compliance of the Company with the Economic Substance (Companies and Limited Partnerships) Act, Revised Edition 2020. |
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Annex
Director’s Certificate
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Raytech Holding Limited
incorporated in the British
Virgin Islands
Company No. 2101655
(the Company)
DIRECTOR’S CERTIFICATE
This certificate is given by the undersigned in his/her capacity as a duly authorised director of the Company to Harney Westwood & Riegels in connection with a legal opinion in relation to the Company (the Legal Opinion). Capitalised terms used in this certificate have the meaning given to them in the Legal Opinion.
| 1 | Harney Westwood & Riegels may rely on the statements made in this certificate as a basis for the Legal Opinion. |
| 2 | I, the undersigned, am a director of the Company duly authorised to issue this certificate. Under the constitutional documents of the Company, the business and affairs of the Company are conducted by the board of directors of the Company. |
| 3 | I, the undersigned, confirm in relation to the Company that: |
| (a) | the amended and restated memorandum and article of association of the Company dated 3 November 2025 remain in full force and effect and are otherwise unamended; |
| (b) | the written resolutions of the board of directors of the Company dated June 3,2026 were executed by all the directors in the manner prescribed in the amended and restated memorandum and article of association of the Company, the signatures and initials thereon are those of a person or persons in whose name the resolutions have been expressed to be signed, are in full force and effect at the date hereof and have not been amended, varied or revoked in any respect; and |
| (c) | there is no contractual or other prohibition (other than as arising under British Virgin Islands law) binding on the Company prohibiting it from allotting and issuing the Shares or otherwise performing its obligations under the Registration Statement. |
You may assume that all of the information in this certificate remains true and correct unless and until you are notified otherwise in writing.
[Signature page to follow]
1
| /s/ Yuan Tianfu | ||
| Name: Yuan Tianfu | Date: June 4, 2026 | |
| Director |
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Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “Agreement”) is dated as of June 18, 2026 by and among Raytech Holding Limited, a BVI business company incorporated under the laws of the British Virgin Islands (the “Company”) and the purchasers listed on Schedule I hereto (each, a “Purchaser” and collectively, the “Purchasers”). Each of the Company and the Purchasers is referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Company has filed with the United States Securities and Exchange Commission (the “Commission”) an effective shelf registration statement on Form F-3 (File No. 333-290696) (including the base prospectus contained therein, the “Registration Statement”), registering the offering and sale from time to time of, among other securities, its ordinary shares, par value US$0.0001 per share (adjusted following a 16-for-1 share consolidation effective on November 7, 2025);
WHEREAS, the Company intends to file with the Commission, pursuant to Rule 424(b) under the Securities Act, a prospectus supplement to the Base Prospectus (together with the Base Prospectus, the “Prospectus”) relating to the offering and sale of the Purchased Shares pursuant to this Agreement;
WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, certain Ordinary Shares of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE I.
DEFINITIONS
1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:
“Action” shall have the meaning ascribed to such term in Section 3.1(h).
“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Board of Directors” means the board of directors of the Company.
“Closing” means the closing of the purchase and sale of the Purchased Shares pursuant to Section 2.1.
“Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Purchased Shares, in each case, have been satisfied or waived, but in no event later than the second (2nd) Trading Day following such date that the obligations are satisfied or waived.
“Commission” means the United States Securities and Exchange Commission.
“Disclosure Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Company, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Company.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“FINRA” means the Financial Industry Regulatory Authority, Inc.
“Governmental Authority” means any governmental authority, any agency, instrumentality, department, commission, board, bureau, central bank, authority, court or other tribunal, in each case whether executive, legislative, judicial, regulatory or administrative, having jurisdiction over the Company, any of its subsidiaries or their respective property.
“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material Adverse Effect” means (a) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (b) a material adverse effect on the results of operations, assets, business, or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, or (c) a material adverse effect on any Seller’s or the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document; provided that, with respect to clause (b), none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: any adverse change, effect, event, occurrence, state of facts or development attributable to (i) any downturn after the date hereof in general economic conditions, including, without limitation, changes in the credit, debt, securities, financial, capital markets, or in the industry in which the Company and its subsidiaries operate; (ii) the taking of any action required by this Agreement or any other Transaction Document; (iii) any change after the date hereof in applicable Laws after the date hereof; (iv) any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence by or involving any Governmental Authority affecting a national or federal government as a whole; (v) any change in the GAAP (as defined below) after the date hereof; (vi) the commencement, continuation or escalation of a war, riots, material armed hostilities or other material international or national calamity or act of terrorism directly or indirectly involving countries in which the Company and its subsidiaries operate; (vii) effects arising from or relating to, following the date hereof, any earthquake, hurricane, tsunami, tornado, flood, mudslide or other natural disaster, weather condition, explosion or fire or other force majeure event; (viii) changes in, or effects arising from or relating to, any epidemic, pandemic or disease outbreak, curfews or other restrictions that relate to, or arise out of, any epidemic, pandemic or disease outbreak or material worsening of such conditions threatened or existing as of the date hereof; and (ix) the failure of the Company and its subsidiaries to meet or achieve the results set forth in any internal projection.
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“Offering” means the offering and sale of the Purchased Shares contemplated by this Agreement and the Prospectus Supplement.
“Ordinary Shares” means ordinary shares of the Company, par value US$0.0001 per share, and any other class of securities into which the Ordinary Shares may hereafter be reclassified or changed.
“Ordinary Shares Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred share, 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.
“Placement Agent” means CBC Securities Inc., in its capacity as placement agent and/or execution agent in connection with the Offering.
“Placement Agency Agreement” means that certain placement agency agreement, dated June 18, 2026, by and between the Company and the Placement Agent, as may be amended, restated, supplemented or otherwise modified from time to time.
“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“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.
“Purchased Shares” means the Ordinary Shares that each Purchaser will purchase at the Closing, the number of which is set forth opposite such Purchaser’s name in Schedule I hereto.
“Prospectus” means the Base Prospectus, as supplemented by the Prospectus Supplement filed pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein.
“Required Approvals” shall have the meaning ascribed to such term in Section 3.1(d).
“SEC Reports” shall have the meaning ascribed to such term in Section 3.1(g).
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“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).
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“Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for the Purchased Shares purchased by such Purchaser hereunder which is set forth opposite such Purchaser’s name in Schedule I hereto.
“Subscription Price” means, with respect to each Purchased Share, an amount equal to 70% of the lowest closing prices of the Ordinary Shares on the Trading Market for the five (5) Trading Days immediately preceding the Closing Date.
“Trading Day” means a day on which the principal Trading Market is open for trading.
“Trading Market” means Nasdaq Stock Market, LLC.
“Transaction Documents” means this Agreement and all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.
“Transfer Agent” means [ ], the current transfer agent of the Company, with a mailing address of [ ], and any successor transfer agent of the Company.
ARTICLE II.
PURCHASE AND SALE
2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell to the Purchasers, and the Purchasers, severally and not jointly, agree to purchase from the Company, such number of Ordinary Shares as shall equal the aggregate Subscription Amounts of all Purchasers set forth on Schedule I hereto, which shall not exceed US$7,600,000 in aggregate gross proceeds, divided by the Subscription Price, subject to rounding as agreed by the Company and the Purchasers and as reflected on the final Schedule I hereto. At the Closing, the Company shall deliver to each Purchaser its respective Purchased Shares, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at such location or locations as the parties shall mutually agree. For the avoidance of doubt, the issuance of the Purchased Shares to each Purchaser shall occur at the Closing, and each Purchaser shall pay its respective Subscription Amount within two (2) Trading Days following the issuance of such Purchased Shares to such Purchaser.
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 with all exhibits and schedules thereto duly executed by the Company;
(ii) the Company shall have provided each Purchaser with wire instructions, on the Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer, for the bank account designated by the Company to receive such Purchaser’s Subscription Amount; and
(iii) a copy of irrevocable instructions to the Transfer Agent instructing it to issue to such Purchaser, in book-entry form, the Purchased Shares equal to such Purchaser’s Subscription Amount divided by the Subscription Price, registered in the name of such Purchaser.
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(b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this Agreement with all exhibits and schedules thereto duly executed by such Purchaser; and
(ii) [Reserved].
Within two (2) Trading Days following the issuance of the Purchased Shares to a Purchaser, such Purchaser shall deliver or cause to be delivered to the Company its Subscription Amount at a bank account designated by the Company pursuant to Section 2.2(a)(ii). For the avoidance of doubt, the Placement Agent shall not receive, hold, control or transmit any funds or securities in connection with the Closing or the Offering and shall not act as custodian, escrow agent, paying agent, transfer agent or settlement agent in connection with the transactions contemplated hereby.
2.3 Closing Conditions.
(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and
(iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
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(v) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto, shall have been issued, and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company, threatened by the Commission;
(vi) the Prospectus Supplement shall have been filed with the Commission in accordance with applicable Laws or any applicable rules of the Trading Market and within the applicable time period required thereunder; and
(vii) the Company shall have timely filed with the Trading Market a Listing of Additional Shares notification with respect to the Purchased Shares and any notice, certification, disclosure or other submission required under Nasdaq Listing Rule 5615(a)(3) in connection with the Company’s reliance on home-country practice in lieu of any applicable shareholder approval requirement under Nasdaq Listing Rule 5635 in connection with the Offering. As of the Closing Date, the Trading Market shall have completed its review of such notification, all comments, if any, raised by the staff of the Trading Market with respect to such notification shall have been fully resolved to the satisfaction of such staff, and no stop order or other objection by the Trading Market shall be in effect or pending that would prevent the Purchased Shares from being listed on the Trading Market.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Company. Except as set forth in the SEC Reports, the Registration Statement, the Prospectus or in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:
(a) Organization and Qualification. The Company is a BVI business company 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. The Company is not in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. The Company 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, would not have or reasonably be expected to result in a Material Adverse Effect and, except as disclosed in the SEC Reports or in Schedule 3.1(a) of the Disclosure Schedules, 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.
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(b) 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 shareholders in connection herewith or therewith other than in connection with the Required Approvals, including any Nasdaq notice, certification, disclosure or other process contemplated by Nasdaq Listing Rule 5615(a)(3). This Agreement and each other Transaction Document to which the Company 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.
(c) 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 Purchased Shares 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 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 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 debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company 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 is subject (including, without limitation, federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not have or reasonably be expected to result in a Material Adverse Effect.
(d) 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 governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) any filings as are required to be made under applicable United States federal and state securities laws, including the filing of the Prospectus Supplement pursuant to Rule 424(b) under the Securities Act and any Current Report on Form 6-K, (ii) the Listing of Additional Shares notification with the Trading Market, and (iii) any notice, certification, disclosure or other submission required under Nasdaq Listing Rule 5615(a)(3) in connection with the Company’s reliance on home-country practice in lieu of any applicable shareholder approval requirement under Nasdaq Listing Rule 5635 (the “Required Approvals”).
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(e) Issuance of the Purchased Shares; Registration. The Purchased Shares 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 (other than those arising under state or federal securities laws or the then-currently effective memorandum and articles of association of the Company). The offer and sale of the Purchased Shares to the Purchasers pursuant to this Agreement have been duly registered under the Securities Act pursuant to the Registration Statement, and the Purchased Shares, when issued, will not be subject to any legend or restriction on transfer under the Securities Act, other than any restrictions set forth in Section 4.1 hereof or restrictions arising under applicable state securities laws.
(f) Capitalization. The capitalization of the Company as of the end of the period covered by its most recently filed periodic report under the Exchange Act was set forth in such periodic report. Except as set forth in Schedule 3.1(f) of the Disclosure Schedules, the Company has not issued any securities since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of Ordinary Shares to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Shares Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth in Schedule 3.1(f) of the Disclosure Schedules, except for options granted under the Company’s stock option plans and other than pursuant to the conversion and/or exercise of Ordinary Shares equivalents outstanding disclosed in the Company’s SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Ordinary Shares, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional Ordinary Shares or Ordinary Shares Equivalents. The issuance and sale of the Purchased Shares will not obligate the Company or to issue Ordinary Shares or other securities to any Person (other than the Purchasers). Except as set forth in Schedule 3.1(f) of the Disclosure Schedules, there are no outstanding securities or instruments of the Company with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company. There are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding share capital of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except for the Required Approvals, no further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Purchased Shares. There are no shareholder agreements, voting agreements or other similar agreements with respect to the Company’s share capital to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
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(g) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including, without limitation, pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
(h) Litigation. Except as set forth in the SEC Reports or in Schedule 3.1(h) of the Disclosure Schedules, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) that (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Purchased Shares or (ii) would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.
(i) Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not disclosed in the SEC Reports. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company, their respective businesses and the transactions contemplated hereby, including any Disclosure Schedules to this Agreement and the SEC Reports, is, to the best knowledge of the Company, true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole with the SEC Reports do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.
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(j) Related Party Transactions. To the extent applicable in connection with the transactions contemplated by this Agreement, including with respect to any Purchaser that is, or whose beneficial owner is, a related person of the Company, the Company represents and warrants that (i) the terms of such transactions are fair to the Company and are no less favorable to the Company than could reasonably be expected to have been obtained in an arm’s-length transaction with an unaffiliated third party, (ii) the Audit Committee of the Board of Directors, in compliance with the Company’s related party transaction policy and the applicable rules of the Trading Market, has reviewed and approved the participation of each Purchaser that is a “related party” in the transactions contemplated by this Agreement and has determined that the terms thereof are fair to the Company, (iii) no related person has received or will receive any improper or undisclosed benefit in connection with such transactions, (iv) all approvals, consents, authorizations, determinations and other procedures required under applicable Law, the rules of the Trading Market, the Company’s organizational documents and any applicable related party transaction policy of the Company have been or, by the Closing, will have been duly obtained, made or complied with, and (v) all disclosures required pursuant to applicable Law or any applicable rules of the Trading Market, have been or will be timely and properly made in the Registration Statement, the Prospectus, the Prospectus Supplement, the SEC Reports or otherwise as required by applicable Law. Schedule 3.1(j) sets forth, based on information provided by the applicable Purchaser and to the Company’s knowledge, with respect to any Purchaser that is a related person of the Company or whose beneficial owner is a related person of the Company, the identity of such Purchaser, the relevant upstream parent, beneficial owner and control person, and the nature of the relationship with the Company.
(k) Registration Statement; Prospectus. The Registration Statement is effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. At the time the Registration Statement became effective, at the time of filing of the Prospectus Supplement and as of the Closing Date, the Registration Statement, the Prospectus and the Prospectus Supplement, together with the documents incorporated by reference therein, complied and will comply in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except that the Company makes no representation or warranty with respect to information furnished in writing by or on behalf of any Purchaser specifically for inclusion therein.
(l) Compliance with Laws. Except as disclosed in the SEC Reports, the Registration Statement or the Prospectus, the Company and its subsidiaries are, and during the past two years have been, in compliance in all material respects with all applicable laws, rules and regulations, except where the failure to be so in compliance would not reasonably be expected to have a Material Adverse Effect.
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(m) Anti-Bribery; Sanctions; Anti-Money Laundering. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries, has, in connection with the business of the Company or its subsidiaries, violated in any material respect any applicable anti-bribery, anti-corruption, anti-money laundering or sanctions laws. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director or officer thereof, is the subject or target of any sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control or any other applicable sanctions authority.
(n) FINRA. To the Company’s knowledge, and except as disclosed in writing to the Placement Agent, there are no affiliations or associations between any member of FINRA participating in the Offering and any officer, director or, to the Company’s knowledge, 5% or greater securityholder of the Company that are required to be disclosed under FINRA Rule 5110 in connection with the Offering.
3.2 Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):
(a) Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b) Registered Offering; Financial Investment Purpose. Such Purchaser is aware that the sale of the Purchased Shares is being made pursuant to an effective Registration Statement under the Securities Act and by means of the Prospectus. Such Purchaser is acquiring the Purchased Shares as principal for its own account for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act.
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(c) Understandings or Arrangements; No Intent to Seek Control. Such Purchaser is acquiring the Purchased Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Purchased Shares. Such Purchaser is purchasing the Purchased Shares in the ordinary course of its business and not for the purpose of, and does not presently have any plan or intention to, seek to influence or obtain control of the Company, to obtain representation on the Board of Directors, or to act in concert with any other Person for any such purpose.
(d) Related Party Transactions. Such Purchaser represents and warrants that, to the extent applicable, including if such Purchaser or any of its beneficial owners is a related person of the Company, (i) it has disclosed to the Company in writing all information reasonably requested by the Company in connection with the determination of such status and the applicability of any related party transaction requirements, (ii) it is not entering into the transactions contemplated by this Agreement with any agreement, arrangement or understanding for any improper or undisclosed benefit to any related person of the Company, other than as disclosed to and approved by the Company, as applicable, (iii) it shall reasonably cooperate with the Company in connection with any approvals, consents, authorizations, determinations, filings or disclosures required under applicable Law, the rules of the Trading Market, the Company’s organizational documents or any applicable related party transaction policy of the Company, and (iv) the information provided by such Purchaser to the Company for purposes of any such determination, approval, filing or disclosure is true, complete and correct in all material respects and does not omit to state any material fact necessary to make such information not misleading.
(e) Foreign Investor Compliance. Such Purchaser hereby represents that he or she or it has satisfied itself as to the full observance by the Purchaser of the laws of its jurisdiction applicable to the Purchaser in connection with the purchase of the Purchased Shares or the execution and delivery by the Purchaser of this Agreement and the Transaction Documents, including, without limitation, (i) the legal requirements within its jurisdiction for the purchase of the Purchased Shares, (ii) any foreign exchange restrictions applicable to the purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the Purchaser’s purchase, holding, redemption, sale, or transfer of the Purchased Shares. The Purchaser’s subscription and payment for, and continued beneficial ownership of, the Purchased Shares will not violate any securities law or other laws of the Purchaser’s jurisdiction applicable to the Purchaser.
(f) Not in Possession of Material Non-Public Information. Such Purchaser represents that, as of the execution of this Agreement, neither it nor, to its knowledge, any Person acting on its behalf in connection with the transactions contemplated hereby is in possession of any material, non-public information regarding the Company or its securities that was provided by or on behalf of the Company, other than information that is disclosed in the Prospectus, the pricing press release or a Report on Form 6-K furnished or filed by the Disclosure Time.
(g) Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares, 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 Purchased Shares and, at the present time, is able to afford a complete loss of such investment.
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(h) Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including, without limitation, all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Purchased Shares and the merits and risks of investing in the Purchased Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; (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; and (iv) the opportunity to consult such professionals, including, without limitation, such Purchaser’s legal counsel, as such Purchaser deemed fit. No representations, assurances or warranties have been made to such Purchaser, or any of his advisers or affiliates, by the Company or by any of its respective officers, directors, agents, employees or Affiliates, nor anyone else on their behalf, concerning, among others, the future profitability of the Company or the Purchaser’s investment in it, and in entering into this transaction such Purchaser is not relying upon any information, other than the results of his, or his advisers’ or Affiliates’, own independent investigation.
(h) 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, without limitation, 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 pricing 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 Purchased Shares 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, without limitation, 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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(i) Sanctions; AML; Beneficial Ownership. Such Purchaser represents and warrants that neither it nor, to its knowledge, any of its beneficial owners or control persons is the subject or target of any sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control or any other applicable sanctions authority, or is located, organized or resident in a country or territory that is the subject of comprehensive sanctions. The funds used by such Purchaser to purchase the Purchased Shares are derived from lawful sources and such Purchaser is in compliance in all material respects with applicable anti-money laundering, sanctions and anti-terrorist financing laws. Such Purchaser is purchasing the Purchased Shares as principal and not as nominee, agent or undisclosed principal for any other Person, except as disclosed in writing to the Company and the Placement Agent prior to the Closing. Such Purchaser has disclosed to the Company and the Placement Agent the identity of its beneficial owners and control persons to the extent reasonably requested and shall reasonably cooperate with the Company and the Placement Agent in connection with any reasonable documentation or information request relating to AML, KYC, sanctions, beneficial ownership, related-party status or regulatory compliance prior to the Closing.
(j) No Reliance on Placement Agent. Such Purchaser acknowledges and agrees that CBC Securities Inc., in its capacity as placement agent and/or execution agent for the Offering, has not made, and will not be deemed to have made, any representation or warranty to such Purchaser regarding the Company, the Purchased Shares, the Registration Statement, the Prospectus, the Prospectus Supplement, the SEC Reports or the merits of an investment in the Purchased Shares. Such Purchaser is not relying on the Placement Agent for any investment, legal, tax, accounting, regulatory or other advice, and the Placement Agent is not acting as such Purchaser’s financial adviser, fiduciary, agent or representative. Such Purchaser has conducted its own independent investigation and made its own investment decision with respect to the purchase of the Purchased Shares.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 Lock-Up.
(a) Each of Fortune Genesis Holdings Limited and WK Frater Holdings Limited agrees that, without the prior written consent of the Company and the Placement Agent, during the period beginning on the Closing Date through and including the date that is 90 days following the Closing Date (the “Lock-Up Period”), it shall not, and shall not cause or direct any of its Affiliates to, directly or indirectly, (i) offer for sale, sell, assign, transfer, pledge, contract to sell, lend or otherwise dispose of (or enter into any transaction or agreement that is designed to, or would reasonably be expected to, result in the disposition by any person at any time in the future of) the Purchased Shares acquired by it in this Offering, (ii) enter into any swap, hedge or similar agreement or arrangement (including, without limitation, the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivatives transaction or instrument, however described or defined) that transfers, is designed to transfer or reasonably could be expected to transfer (whether by the Purchaser or someone other than the Purchaser) in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of any Purchased Share acquired by it in this Offering, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares acquired by it in this Offering or other securities of the Company, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing.
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(b) The restrictions set forth in Section 4.1(a) shall not apply to: (i) any bona fide charitable gift or gifts, including, without limitation, to a charitable organization or educational institution, or (ii) bona fide gifts, sales or other dispositions of Purchased Shares acquired by such Purchaser in this Offering, in each case, that are made exclusively between and among such Purchaser or members of such Purchaser’s family, or Affiliates of such Purchaser, including, without limitation, its partners (if a partnership) or members (if a limited liability company); provided that it shall be a condition to any transfer pursuant to this clause that (i) the transferee/donee agrees to be bound by the terms of this Section 4.1 to the same extent as if the transferee/donee were a party hereto, (ii) any such transfer shall not involve a disposition for value, (iii) each party (donor, donee, transferor or transferee) shall agree to not voluntarily make any filing or public announcement of the gift, sale or other disposition prior to the expiration of the Lock-Up Period, and (iv) each Purchaser notifies the Company and the Placement Agent at least two business days prior to the proposed gift, sale or other disposition.
4.2 Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, (b) file the Prospectus Supplement with the Commission pursuant to the Securities Act within the applicable time period required thereunder and (c) file a Current Report on Form 6-K with the Commission within the time required by the Exchange Act. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law or Trading Market regulations, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with notice of such disclosure permitted under this sub-clause (b).
4.3 Use of Proceeds. The Company currently intends to use the net proceeds from the sale of the Purchased Shares hereunder for general corporate purposes, as described in the Prospectus Supplement. The Company shall not use, directly or indirectly, any of the net proceeds from the sale of the Purchased Shares to fund any transaction with Fortune Genesis Holdings Limited, WK Frater Holdings Limited, GoFintech Quantum Innovation Limited, HK.AI Capital Limited, any director, officer or shareholder identified in the Prospectus Supplement as being affiliated with any of the foregoing, or any affiliate of any of them, except to the extent expressly disclosed in the Prospectus Supplement.
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4.4 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, without limitation, 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 4.2. 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 4.2, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules. 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 Purchased Shares covered by this Agreement.
ARTICLE V.
MISCELLANEOUS
5.1 Termination. This Agreement may be terminated by the Company or any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other party(ies), if the Closing has not been consummated on or before the tenth (10th) Trading Day following the date hereof, unless such date is extended by mutual written agreement of the Company and such Purchaser. In addition, either the Company or any Purchaser may terminate this Agreement, as to such Purchaser only, if any law, order, Commission stop order, Trading Market suspension, delisting proceeding or other Trading Market objection shall be in effect and would make the issuance, sale, listing or delivery of the Purchased Shares to such Purchaser unlawful or impossible; provided, however, that the right to terminate this Agreement under this Section 5.1 shall not be available to any party whose breach of this Agreement has been the primary cause of the failure of the Closing to occur.
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 pay all Transfer Agent’s fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company) in connection with the delivery of any Purchased Share to the Purchasers.
5.3 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, 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 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 on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 6-K.
5.5 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchasers which purchased at least 50.1% in interest of the Purchased 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. 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 amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Purchased Shares 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. No Purchaser may assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company.
5.8 No Third-Party Beneficiaries. 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 with respect to the rights and protections expressly provided to the Placement Agent under Sections 2.2, 3.1(b), 3.1(d), 3.2(j), 4.1 and this Section 5.8, 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. The Placement Agent is an express third-party beneficiary solely with respect to the provisions of this Agreement that expressly confer rights or protections on it, but is not a party hereto and shall have no obligations hereunder.
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.
5.10 Dispute Resolutions. All disputes, actions and proceedings arising out of or relating to this Agreement shall be referred to and finally resolved by the state and federal courts located in the Borough of Manhattan, City of New York. Each Party irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such dispute, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection on the grounds of venue, forum non conveniens or any similar grounds. Each Party agrees that a final judgment in any such dispute, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.
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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 or any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law (e.g., www.docusign.com), 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, “.pdf,” or electronic signature page were an original thereof.
5.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
5.13 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.
5.14 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 Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.
5.15 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 number of 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.
(Signature Pages Follow)
18
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
| RAYTECH HOLDING LIMITED | ||
| By: | ||
| Name: | ||
| Title: | ||
Address for notice
Unit 609, 6/F, Nan Fung Commercial Centre
No. 19 Lam Lok Street
Kowloon Bay, Hong Kong
With a copy to (which shall not constitute
notice):
Loeb & Loeb LLP
2206-19 Jardine House, 1 Connaught Place, Hong Kong
Attention: Henry Yin; Benjamin Yao
Email: henry.yin@loeb.com; byao@loeb.com
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
PURCHASER:
| [NAME OF PURCHASER] | ||
| By: | ||
| Name: | ||
| Title: | ||
| Address for notice | ||
| Attention: | ||
| Address: | ||
| E-mail: | ||
SCHEDULE I
SCHEDULE OF PURCHASERS AND PURCHASED SHARES
| No. | Name of Purchaser | Subscription Amount | Number of Purchased Shares | |||||||
| 1 | [ ] | [ ] | [ ] | |||||||
| 2 | [ ] | [ ] | [ ] | |||||||
| 3 | [ ] | [ ] | [ ] | |||||||
| 4 | [ ] | [ ] | [ ] | |||||||
| 5 | [ ] | [ ] | [ ] | |||||||
| 6 | [ ] | [ ] | [ ] | |||||||
| 7 | [ ] | [ ] | [ ] | |||||||
| 8 | [ ] | [ ] | [ ] | |||||||
SCHEDULE II
DISCLOSURE SCHEDULES
Exhibit 10.2
PRIVATE & CONFIDENTIAL
PLACEMENT AGENCY AGREEMENT
| Date | June 18, 2026 |
| To | Raytech Holding Limited Attn: Mr. Tianfu Yuan, Executive Director |
| From | CBC Securities Inc. Attn: Mr. Qiang Liu, Chief Executive Officer |
| Re | Placement Agency Agreement for F-3 shelf takedown transaction |
This Placement Agency Agreement (this “Agreement”) is made as of June 18, 2026, by and between Raytech Holding Limited, a British Virgin Islands business company (the “Company”), and CBC Securities Inc., a Massachusetts corporation registered as a broker-dealer with the U.S. Securities and Exchange Commission (the “SEC”), a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”) (the “Placement Agent” or “CBC”). This Agreement is a Supplemental Transaction Document entered into pursuant to, and shall be read together with, that certain Engagement Letter dated May 12, 2026 between the Company and CBC (the “Engagement Letter”). Capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Engagement Letter.
The Company proposes to issue and sell its ordinary shares in a registered offering structured as a takedown from the Company’s effective shelf registration statement on Form F-3 (Registration No. 333-290696), which was declared effective by the SEC on December 18, 2025 (such offering, including any related prospectus supplement, the “Offering”). The currently contemplated issuance is up to US$7,600,000 aggregate gross proceeds to six (6) investors based on a pricing mechanism whereby the final offering price per ordinary share shall be equal to 70% of the lowest closing prices for the five (5) trading days immediately preceding the Closing Date. This Agreement sets forth additional procedural, execution and closing mechanics applicable to the Offering, supplementing the Engagement Letter.
The Company acknowledges that it has been informed by CBC that CBC is affiliated with Chenghe Group Limited, a business company incorporated under the laws of the British Virgin Islands (“Chenghe”), on the terms and subject to the information-barrier and use restrictions set forth in Section 10 below.
In the event of any inconsistency between this Agreement and the Engagement Letter, this Agreement shall control with respect to the specific procedural, execution and closing mechanics of the Offering; provided, however, that no provision of this Agreement shall be interpreted to reduce or impair CBC’s fee protection, expense reimbursement, exclusivity, tail, reliance, indemnification or other protective rights under the Engagement Letter unless this Agreement expressly states that it supersedes a specifically identified provision of the Engagement Letter.
| Role | Exclusive placement agent and execution agent only; no principal commitment, underwriting commitment, standby, backstop, financing obligation or fiduciary undertaking. |
| Retainer Fee | US$0.00 |
| Success Fee | US$50,000 in cash, payable at the closing of any covered transaction, as provided in the Engagement Letter. |
| Expense Cap | US$5,000 of documented out-of-pocket expenses absent prior written approval for more, as provided in the Engagement Letter. |
| Term / Tail | Each nine (9) months, as provided in the Engagement Letter. |
| 250 Hammond Pond Parkway, 1412N, Chestnut Hill, MA 02467 |
| Mobile: 1 (857) 707-2198 | Email: albert.liu@cbcsecurities.com |
| 1 |
1. Appointment; Scope.
Subject to the terms and conditions of this Agreement and the Engagement Letter, the Company hereby appoints CBC as its exclusive placement agent and execution agent in connection with the Offering, and CBC hereby accepts such appointment. The Offering will be conducted as a registered takedown from the Company’s effective F-3 shelf, subject to applicable Nasdaq Stock Market LLC (“Nasdaq”) listing rules, and applicable federal and state securities laws. The Company has informed CBC that, as a foreign private issuer, the Company intends to rely on the home-country-practice accommodation under Nasdaq Listing Rule 5615(a)(3) in lieu of the shareholder-approval requirements that would otherwise be implicated under Rule 5635. The determination of the applicability of, and compliance with, Rule 5635, Rule 5615(a)(3) and all other listing rules and laws is the responsibility of the Company, and not of CBC.
2. Capacity; SPA Not a Party.
CBC shall act solely as the Company’s placement agent and execution agent, and not as a principal. CBC shall have no obligation to purchase any securities for its own account, provide financing, standby support, a backstop or a firm commitment underwriting, or guarantee the placement of any securities or the consummation of the Offering. CBC has no authority to bind the Company or any investor, and the Company shall retain sole discretion to accept or reject any investor, subscription, allocation or financing proposal. CBC is acting as an independent contractor and not as a fiduciary, financial advisor, investment adviser, escrow agent, paying agent, transfer agent or legal counsel to the Company or any investor. The Offering is an arm’s-length commercial transaction, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The securities sold in the Offering will be sold by the Company to the investors pursuant to a securities purchase agreement or subscription agreement (the “SPA”); CBC is not, and shall not be deemed to be, a party to the SPA, and CBC assumes no liability or obligation under the SPA.
3. Services.
Without expanding CBC’s limited role described in Section 2, CBC may, to the extent requested by the Company and accepted by CBC, provide customary placement-agent services in connection with the Offering, including coordination on execution timing and closing mechanics, assistance with investor process coordination and signature collection, conducting customary placement-agent due diligence (including Know Your Customer process (“KYC”), customer due diligence, beneficial ownership identification, sanctions and adverse-media screening under FINRA Rule 3310, the Bank Secrecy Act and CBC’s written supervisory procedures (collectively, “KYC/AML Procedures”)), making applicable FINRA filings under Rule 5110 (and, if applicable to any private-placement component, Rule 5123), and coordinating with the Company’s transfer agent, counsel, auditors and Nasdaq representatives. For the avoidance of doubt, CBC shall not be required to render any legal, accounting, tax or valuation opinion, confirm the accuracy or completeness of the registration statement, the prospectus or the prospectus supplement, determine compliance with Nasdaq listing rules, act as transfer agent, escrow agent or custodian, hold investor funds or securities, source any investor or deliver any minimum amount of financing, or continue work with respect to any prospective investor that does not satisfy CBC’s compliance, AML/KYC, sanctions, supervisory or internal approval requirements.
| 250 Hammond Pond Parkway, 1412N, Chestnut Hill, MA 02467 |
| Mobile: 1 (857) 707-2198 | Email: albert.liu@cbcsecurities.com |
| 2 |
4. Representations, Warranties and Covenants of the Company.
The Company represents, warrants and covenants to CBC, as of the date hereof and as of the Closing Date, as follows (which representations are made to CBC in its capacity as placement agent and are consistent with, and not in limitation of, the representations and warranties of the Company set forth in the SPA):
(a) Disclosure. All information supplied by or on behalf of the Company to CBC or to prospective investors in connection with the Offering is, and will be, true, complete, accurate and not misleading in any material respect. Based upon the Company’s examination of the Registration Statement and the Prospectus (including any prospectus supplement) and its participation in the preparation thereof, and in the opinion of the Company, the registration statement on Form F-3 (Registration No. 333-290696), the base prospectus and any prospectus supplement filed in connection with the Offering, as of their respective effective and filing dates, comply or will comply in all material respects with the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder; provided that the Company makes no representation or warranty as to any statement in or omission from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of CBC expressly for inclusion therein.
(b) Registration; Listing. The Form F-3 is effective under the Securities Act and no stop order has been issued or, to the Company’s knowledge, threatened; the Company is eligible to use Form F-3, including under General Instruction I.B.1; the Company’s ordinary shares are listed on the Nasdaq Capital Market and the Company has taken no action that is reasonably likely to result in delisting or trading suspension, other than the Company’s minimum bid-price compliance matter which has been resolved in 2025 as previously disclosed to CBC; and the Company has obtained, or will obtain on a timely basis prior to the Closing, all approvals, certifications, listing-of-additional-shares notifications and other deliverables required by Nasdaq for the Offering.
(c) [Reserved.]
(d) Corporate Authority. The Company has full corporate power and authority to enter into this Agreement and to consummate the Offering, and the execution, delivery and performance of this Agreement and the Offering have been duly authorized by all necessary corporate action of the Company. The Company will disclose to CBC, in writing and reasonably in advance of Closing, the identity of any prospective investor that is a related party of the Company.
(e) Regulation M Cooperation. From and after the commencement of the applicable restricted period under Regulation M, the Company shall not, and shall not permit any of its affiliates or any person acting on its behalf to, bid for or purchase, or attempt to induce any person to bid for or purchase, any of the Company’s ordinary shares except as permitted by Regulation M. The Company shall cooperate with CBC’s implementation of customary Regulation M restricted-period procedures.
| 250 Hammond Pond Parkway, 1412N, Chestnut Hill, MA 02467 |
| Mobile: 1 (857) 707-2198 | Email: albert.liu@cbcsecurities.com |
| 3 |
(f) Cooperation. The Company shall, and shall cause its officers, directors, counsel, auditors and transfer agent to, cooperate fully with CBC and provide all information, documents and access reasonably requested by CBC for the purpose of CBC’s due diligence, KYC/AML Procedures, FINRA Rule 5110 (and, if applicable, Rule 5123) filings, Regulation M coordination and supervisory and recordkeeping obligations under the Exchange Act and FINRA rules.
CBC shall be entitled to rely on, without independent verification, all information supplied by or on behalf of the Company and its representatives, except to the extent that the information was provided by CBC or its affiliates in writing for inclusion in the public filing materials, or that CBC has actual knowledge that a specific statement is false in a material respect, and CBC shall have no liability for any inaccuracy, omission or misstatement in information supplied by or on behalf of the Company absent CBC’s gross negligence, willful misconduct or bad faith as finally determined by a court of competent jurisdiction.
5. Representations and Warranties of CBC.
CBC represents and warrants to the Company, as of the date hereof and as of the Closing Date, that (a) CBC is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (b) CBC is registered as a broker-dealer with the SEC, is a member in good standing of FINRA and SIPC, and is authorized to act as a placement agent in connection with the Offering; (c) CBC has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; and (d) CBC will conduct its activities in connection with the Offering in compliance with applicable U.S. federal securities laws and FINRA rules in all material respects. CBC makes no representation as to information supplied by or on behalf of the Company or contained in the registration statement, prospectus or prospectus supplement.
6. Compensation; Expenses; Tail.
CBC’s compensation, expense reimbursement, tail period, exclusivity and anti-circumvention rights, and the related definitions of “CBC Investor,” “Term” and “Tail Period,” are set forth in Sections 2, 3, 4 and 5 of the Engagement Letter and are not modified by this Agreement. For the avoidance of doubt, and consistent with the Engagement Letter, CBC’s compensation for the Offering consists of a Success Fee of US$50,000 in cash and reimbursement of reasonable, documented out-of-pocket expenses not to exceed US$5,000; the Term is nine (9) months; and the Tail Period is nine (9) months. Without limiting the foregoing, the Success Fee shall be paid in full at the Closing in immediately available funds, including out of transaction proceeds if legally and operationally permissible; provided that, to the extent the Success Fee is to be paid out of transaction proceeds, payment shall be due promptly following the Company’s actual receipt of the applicable Subscription Amounts under the SPA. Notwithstanding the foregoing, any right of CBC to receive the Success Fee during the Tail Period shall automatically terminate if CBC is terminated for cause in accordance with the Engagement Letter (consistent with FINRA Rule 5110(g)(5)). The Company shall not, directly or indirectly, re-paper, restructure, split, delay, reallocate, rename or otherwise modify the Offering for the purpose of avoiding payment of the Success Fee or any reimbursement obligation owing to CBC.
| 250 Hammond Pond Parkway, 1412N, Chestnut Hill, MA 02467 |
| Mobile: 1 (857) 707-2198 | Email: albert.liu@cbcsecurities.com |
| 4 |
7. Conditions Precedent to CBC’s Participation at Closing.
CBC’s obligation to participate in the Closing is subject to satisfaction (or waiver by CBC) of the following:
(a) Representation and Covenants. The representations and warranties of the Company in Section 4 shall be true and correct in all material respects at and as of the Closing Date, and the Company shall have performed in all material respects all covenants and obligations required to be performed by it at or prior to the Closing.
(b) Registration; Listing. The Form F-3 shall remain effective with no stop order or proceeding pending or threatened; the prospectus supplement shall have been filed pursuant to Rule 424(b) under the Securities Act; the Company shall have submitted a Listing of Additional Shares notification to Nasdaq with respect to the Offering; and the ordinary shares to be issued in the Offering shall have been approved for listing on Nasdaq, subject only to official notice of issuance.
(c) [Reserved.]
(d) Corporate Approvals. The Company shall have delivered to CBC (i) a certificate of an executive officer, solely in its respective capacities as an executive officer of the Company and not individually, confirming the Company’s representations and covenants and authorizing the Offering, and (ii) a certificate of the Company’s secretary, solely in its respective capacities as an executive officer of the Company and not individually, attaching the resolutions of the board of directors approving the Offering and any related-party participation, and the Company’s organizational documents, and certifying that such resolutions are in full force and effect.
(e) Legal Opinions. CBC shall have received customary written legal opinions reasonably acceptable to CBC, addressed to CBC, from Harney Westwood & Riegels (or successor BVI counsel to the Company), in each case in form and substance customary for a registered takedown of this type.
(f) Auditor Consent and Diligence Support. To the extent customary for the Offering and available under applicable professional standards, the Company shall use commercially reasonable efforts to cause its independent registered public accounting firm to deliver to CBC a customary comfort letter under PCAOB AS 6101 dated as of, or as close as practicable to, the Closing Date. If such comfort letter is not customarily provided, is unavailable or is impractical for the Offering, the Company shall cooperate with CBC in providing alternative customary diligence support reasonably satisfactory to CBC, which may include appropriate officer or management certificates and coordination among the Company, Company counsel and the independent registered public accounting firm on factual items not covered by auditor comfort.
(g) FINRA Filings. CBC shall have made, or shall have determined in its reasonable discretion that no filing is required under, all filings required under FINRA Rule 5110, and, where required, shall have received a “no objection” letter from FINRA.
(h) No Closing Impairment; KYC. Since the date of this Agreement, there shall not have occurred any event, change, development, condition or circumstance that would reasonably be expected to materially impair the legality, regulatory permissibility, settlement mechanics or closing of the Offering, and CBC shall have completed its KYC/AML Procedures with respect to each investor to its reasonable satisfaction. In addition, the conditions to the obligations of the purchasers to consummate the Offering under the SPA shall have been satisfied or waived.
If any of the foregoing conditions is not satisfied or waived by CBC at or prior to the Closing, CBC shall have no obligation to participate in the Closing; provided that CBC’s rights to the Success Fee and other rights under the Engagement Letter shall continue notwithstanding such non-participation, including in respect of any subsequent closing during the Term or the Tail Period.
| 250 Hammond Pond Parkway, 1412N, Chestnut Hill, MA 02467 |
| Mobile: 1 (857) 707-2198 | Email: albert.liu@cbcsecurities.com |
| 5 |
8. Closing / Post-Closing; Books and Records.
Settlement of the Offering will occur as provided in the SPA: each investor will pay its subscription amount directly to the Company (and not to or through CBC) within two (2) Trading Days following the issuance of its Ordinary Shares at the Closing, and CBC shall not receive, hold, control or transmit any investor funds or securities in connection with the Offering. The Company shall (a) file all required Forms 6-K and any related Securities Act and Exchange Act filings on a timely basis in connection with the Offering; (b) cooperate with CBC in connection with any post-closing FINRA, SEC or Nasdaq filings, examinations or inquiries relating to the Offering; (c) cooperate with CBC on any Regulation M restricted-period procedures and any related communications to directors, executive officers, known related parties, investors and trading counterparties; and (d) maintain books and records relating to the Offering as required by applicable law. CBC shall maintain books and records in respect of the Offering as required under Section 17(a) of the Exchange Act, Rules 17a-3 and 17a-4 thereunder, FINRA Rule 4511 and CBC’s written supervisory procedures.
Notwithstanding anything herein to the contrary, the ordinary shares shall be delivered on the Closing Date to the accounts designated by the applicable purchasers. The aggregate purchase price for the ordinary shares shall be paid directly by the investors to the Company in immediately available funds no later than two (2) Business Days following the Closing Date. CBC shall not have any obligation to advance or guarantee payment of such funds. The Company’s rights and remedies with respect to any failure by a investor to timely deliver funds shall be preserved.
9. Indemnification; Limitation of Liability.
The indemnification, contribution, reimbursement and reliance provisions of Section 8 of the Engagement Letter are hereby incorporated by reference and shall apply with full force and effect to this Agreement and the Offering. Customary notice, defense, settlement and contribution procedures shall apply in respect of any indemnified claim. Notwithstanding anything to the contrary in this Agreement or the Engagement Letter, neither party shall be liable to the other for any indirect, special, incidental, consequential, exemplary or punitive damages arising out of or relating to this Agreement, the Engagement Letter or the Offering, except to the extent such damages are awarded to a third party in connection with a claim for which indemnification is otherwise available hereunder or under the Engagement Letter, or arise from such party’s gross negligence, willful misconduct or bad faith as finally determined by a court of competent jurisdiction.
10. Confidentiality; CBC Affiliate; Reg M Coordination with Chenghe.
This Section 10 supplements (and does not supersede) Section 10 of the Engagement Letter. Each party shall keep confidential the existence and terms of this Agreement and all non-public information received from the other party in connection with the Offering, except as required by applicable law, regulation, court order, regulatory inquiry, SEC, FINRA, Nasdaq or other stock-exchange rule, or as reasonably necessary to consult with legal, tax, accounting, financing, compliance or other professional advisers who are bound by confidentiality obligations. Neither party shall issue any press release or make any public announcement naming the other party in connection with the Offering without the other party’s prior written consent, except as required by applicable law or regulatory or stock-exchange filing obligation.
| 250 Hammond Pond Parkway, 1412N, Chestnut Hill, MA 02467 |
| Mobile: 1 (857) 707-2198 | Email: albert.liu@cbcsecurities.com |
| 6 |
The Company acknowledges that CBC is affiliated with Chenghe Group Limited, a British Virgin Islands business company. Chenghe is not acting as placement agent, underwriter, finder, broker-dealer, investment adviser, financial adviser, fiduciary or agent in connection with the Offering. CBC shall maintain information barriers and supervisory controls reasonably designed to prevent the unauthorized use or disclosure of confidential information. Any CBC personnel who also have roles with Chenghe may access Company confidential information solely in their CBC capacity and solely for CBC’s authorized transaction-execution, compliance, supervisory, legal, regulatory, conflicts-review, information-barrier and internal-approval purposes. Any CBC personnel who also have roles with Chenghe shall not disclose Company confidential information to Chenghe personnel acting in a Chenghe capacity or use such information for Chenghe commercial purposes.
Prior to the commencement of the applicable restricted period under Regulation M with respect to the Offering, CBC shall issue written notice to Chenghe and to any CBC personnel who also have roles with Chenghe, in each case in their Chenghe capacity, directing compliance with applicable Regulation M restricted-period trading limitations, and CBC shall retain a copy of such notice in its books and records. The Company acknowledges and agrees that, as between the Company and CBC, CBC’s issuance of such notice, maintenance of its information barriers and supervisory procedures, and retention of such notice in its books and records shall constitute satisfaction of CBC’s contractual obligations under this Agreement with respect to Chenghe-related Regulation M restricted-period notifications and coordination. The Company further acknowledges that CBC does not control Chenghe and, except to the extent resulting from CBC’s own violation of applicable law or CBC’s gross negligence, willful misconduct or bad faith as finally determined by a court of competent jurisdiction, CBC shall not be responsible or liable under this Agreement for any trading activity by Chenghe during the applicable Regulation M restricted period. Nothing in this Agreement shall be construed to expand CBC’s obligations under Regulation M beyond those imposed by applicable law.
Nothing in this Agreement shall restrict CBC from disclosing confidential information, including investor and beneficial-owner information, to its regulators, examiners, internal compliance, audit and supervisory personnel, external counsel, KYC/AML vendors, service providers, the Company and its counsel, the Company’s transfer agent, Nasdaq or other relevant market authorities, or from making any filing, notification, report or disclosure required or permitted by applicable law, rule, regulation, regulatory request or CBC’s written supervisory procedures, or require CBC to provide prior notice to, or obtain prior consent from, the Company in respect of any routine regulatory examination, supervisory inquiry, sweep, audit, FINRA Rule 8210 request or other regulatory production demand.
11. Term; Miscellaneous.
This Section 13 restates (and does not supersede) Section 6 of the Engagement Letter. This Agreement shall become effective upon execution and shall remain in effect for the Term as defined in the Engagement Letter, which is nine (9) months upon execution of the Engagement Letter, and shall terminate as provided in Section 6 of the Engagement Letter. Termination of this Agreement shall not affect any rights or obligations accrued prior to termination, including any right to the Success Fee, expense reimbursement, indemnification, contribution, confidentiality, reliance, exclusivity or anti-circumvention protection. Sections 2, 6, 8, 9, 10 and 11 of this Agreement, and the final paragraph of Section 4, shall survive any termination in accordance with their terms. The provisions of this Agreement that by their nature are intended to survive the Closing shall survive the Closing in accordance with their terms. Except as expressly provided in the immediately preceding sentence or elsewhere in this Agreement or the Engagement Letter, the representations, warranties, covenants and agreements of the parties shall not survive indefinitely solely by reason of the Closing.
| 250 Hammond Pond Parkway, 1412N, Chestnut Hill, MA 02467 |
| Mobile: 1 (857) 707-2198 | Email: albert.liu@cbcsecurities.com |
| 7 |
The Company may terminate the Engagement Letter for cause with immediate effect upon written notice to CBC if any of the following events occur: (i) CBC materially fails to provide the placement agency services contemplated by the Engagement Letter and/or this Agreement, which failure remains uncured for five (5) days after written notice from the Company specifying such material failure in reasonable detail; (ii) CBC becomes the subject of any investigation, or proceeding by a governmental or self-regulatory body (including, but not limited to, the U.S. Congress, the SEC, or FINRA) that, in the Company’s reasonable judgment, would materially and adversely affect the Offering or subject the Company to significant reputational risk; (iii) CBC is suspended, barred, or otherwise legally prohibited from acting as a placement agent or broker-dealer in the capacity required for the Offering; or (iv) CBC commits a material breach of the Engagement Letter and/or this Agreement, which breach remains uncured for five (5) days after written notice from the Company specifying such breach in reasonable detail.
Termination of this Agreement shall not affect (a) any rights or obligations accrued prior to termination, including any right to the Success Fee, expense reimbursement, indemnification, contribution, confidentiality, reliance, exclusivity or anti-circumvention protection, unless otherwise provided in the Engagement Letter and/or this Agreement, or (b) the survival of Sections 2, 4 (last paragraph), 6, 7, 10, 11, 12, 13, 14 and 15 of this Agreement, each of which shall survive any termination in accordance with its terms, except in each case to the extent the Engagement Letter expressly provides otherwise in connection with a termination for cause under Section 6(b)(i) or 6(b)(iv) thereof. For the avoidance of doubt, nothing in this Agreement shall expand or accelerate the for-cause termination grounds set forth in the Engagement Letter.
Notwithstanding the above, when the Company terminates the Engagement Letter for cause (i) and (iv), and in such cases, the Company, upon termination of the Engagement Letter, shall not be further liable to CBC for any amount whatsoever under the Engagement Letter and/or this Agreement, including but not limited to all fees and expenses contemplated under Section 6, 7 and 8 hereof.
This Agreement, together with the Engagement Letter, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes prior oral and written discussions on that subject matter, except that nothing herein shall supersede, modify or limit any separate non-disclosure agreement, investor agreement or other agreement to which either party is a party. This Agreement may be amended only by a writing signed by both parties. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts-of-law principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City of New York, for any action or proceeding arising out of or relating to this Agreement, and irrevocably waives any objection on the grounds of venue or forum non conveniens. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OFFERING. This Agreement may be executed in any number of counterparts (including by electronic means), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If any provision of this Agreement is held invalid, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law. No party may assign this Agreement without the prior written consent of the other party, except that CBC may assign this Agreement to any successor by merger, consolidation or sale of substantially all of its assets. Except for the Indemnified Parties (as defined in the Engagement Letter), this Agreement is not intended to confer rights or remedies on any other person. All notices shall be in writing and delivered to the addresses set forth on the cover page of this Agreement (or, in the case of CBC, to albert.liu@cbcsecurities.com).
| 250 Hammond Pond Parkway, 1412N, Chestnut Hill, MA 02467 |
| Mobile: 1 (857) 707-2198 | Email: albert.liu@cbcsecurities.com |
| 8 |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| RAYTECH HOLDING LIMITED | CBC SECURITIES INC. | |||
| By: | /s/ Tianfu Yuan | By: | /s/ Qiang Liu | |
| Name: | Tianfu Yuan | Name: | Qiang Liu | |
| Title: | Executive Director | Title: | Chief Executive Officer | |
| 250 Hammond Pond Parkway, 1412N, Chestnut Hill, MA 02467 |
| Mobile: 1 (857) 707-2198 | Email: albert.liu@cbcsecurities.com |
| 9 |
Exhibit 99.1
Raytech Holding Limited Announces Closing of Approximately $6.2 Million Registered Direct Offering of its Ordinary Shares
Hong Kong, June 29, 2026 – Raytech Holding Limited (NASDAQ: RAY) (the “Company”), a British Virgin Islands holding company headquartered in Hong Kong specializing in design, sourcing and wholesale of personal care electrical appliances for international brand owners, today announced the closing of its registered direct offering (the “Offering”) of 3,149,832 ordinary shares at a public offering price of $1.97 per ordinary share on June 29, 2026.
Gross proceeds, before deducting placement agent fees and other offering expenses, were approximately $6.2 million. The Company intends to use the net proceeds from the Offering for the purposes described in the final prospectus supplement, including general corporate and working capital purposes, supporting its strategic expansion into the personal health care electronics product category, and integration costs and post-closing working capital requirements relating to the acquisition of Worry free Group (Hong Kong) Limited.
CBC Securities Inc. acted as exclusive placement agent in connection with the Offering.
Loeb & Loeb LLP acted as counsel to the Company regarding U.S. securities law matters.
The securities described above were offered pursuant to a shelf registration statement on Form F-3 (File No. 333-290696) (the “Registration Statement”), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 18, 2025. The Offering was made only by means of a prospectus supplement and the accompanying prospectus that form a part of the Registration Statement. Copies of the final prospectus supplement and the accompanying prospectus relating to the Offering may be obtained from CBC Securities Inc., 250 Hammond Pond Pkwy, Unit 1412N, Chestnut Hill, MA 02467.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Raytech Holding Limited
Raytech Holding Limited (NASDAQ: RAY) is a Hong Kong-based holding company with over 10 years of industry experience. The Group operates its established personal care electrical appliances trading business through its subsidiary, Pure Beauty Manufacturing Company Limited. Leveraging its industry expertise, the Company is expanding its focus to include design, development, and consultation services for the personal health care electronics sector, led by its subsidiary Raytech Innovation Limited. Marketing solutions are provided independently by its subsidiary Worry Free Group (Hong Kong) Limited.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These forward-looking statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions, and other factors discussed in the “Risk Factors” section of the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2025 filed with the SEC on July 25, 2025. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s filings with the U.S. Securities and Exchange Commission.
Investor Relations Contact
International Elite Capital
Annabelle Zhang
Tel: +1 (646) 866-7928
Email: annabelle@iecapitalusa.com