6-K - JYD - Equibles

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATEISSUER

PURSUANT TO RULE 13a-16OR 15d-16

UNDER THE SECURITIES EXCHANGEACT OF 1934

For the month of July 2025

Commission File Number:001-41656

Jayud Global Logistics Limited

(Exact name of registrant as specified in its charter)

Building 3, No. 7 GangqiaoRoad,

Li Lang Community, NanwanStreet,

Longgang District, Shenzhen,

People’s Republicof China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Entry into Share Purchase Agreement

On July 16, 2025, Jayud Global Logistics Limited (the “Company”) entered into a share purchase agreement (the “Purchase Agreement”) with certain accredited investors named therein (the “Investors”), pursuant to which the Company agreed to sell and issue 42,857,143 Class A ordinary shares of a par value of US$0.0001 each (the “Class A Ordinary Shares”) to the Investors at a purchase price of US$0.14 per share, in a registered direct offering of $6 million of its securities (the “Offering”).

The Offering was made pursuant to the Company’s existing shelf registration statement on Form F-3 (File No. 333-280010) (the “Registration Statement”), which was declared effective on July 3, 2024 by the U.S. Securities and Exchange Commission (the “Commission”). A prospectus supplement to the Registration Statement was filed with the Commission on or around July 17, 2025.

The closing of the Offering occurred on July 18, 2025, raising gross proceeds of $6 million before deducting offering fees and expenses. The Company intends to use the proceeds for general corporate purposes, repayment of certain outstanding loans, and registration and operation of its overseas business entities, branches and offices.

In connection with the Offering, the Company entered into an Engagement Agreement dated as of June 26, 2025 (the “Engagement Agreement”) with FT Global Capital, Inc. (“FT Global”). Under the terms of the Engagement Agreement, the Company agreed to pay FT Global (i) a cash fee of 7.0% of the aggregate gross proceeds raised in the Offering from investors that are not sourced by the Company, or (ii) a cash fee of 4.0% of the aggregate gross proceeds raised in the Offering from investors sourced by the Company, and reimburse FT Global’s out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to exceed an aggregate of $50,000.

In connection with the Offering, each of the Company’s executive officers and directors, has agreed, subject to certain exceptions, not to sell, offer, agree to sell, contract to sell, hypothecate, pledge, grant any option to purchase, make any short sale of, or otherwise dispose of, directly or indirectly, any Class A Ordinary Shares, or any securities convertible into or exercisable or exchangeable for Class A Ordinary Shares, for 45 days following the closing date of the Offering. In addition, the Company has agreed that for a period of for a period of 45 days from the closing date of the Offering, without the prior written consent of FT Global, the Company will not (a) offer, sell, issue, or otherwise transfer or dispose of, directly or indirectly, any equity of the Company or any securities convertible into or exercisable or exchangeable for equity of the Company; (b) file or caused to be filed any registration statement with the Commission relating to the offering of any equity of the Company or any securities convertible into or exercisable or exchangeable for equity of the Company; or (c) enter into any agreement or announce the intention to effect any of the actions described in (a) or (b) above.

The foregoing summaries of the Purchase Agreement and Engagement Agreement do not purport to be complete and are subject to and are qualified in their entirety by copies of such documents filed as Exhibits 10.1 and 10.2, respectively to this Current Report on Form 6-K (“Form 6-K”) and are incorporated herein by reference.

This report shall not constitute an offer to sell or a solicitation of an offer to buy any Class A Ordinary Shares, nor shall there be any sale of Class A Ordinary Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

This Form 6-K and the exhibits to the Form 6-K are hereby incorporated by reference into the Company’s registration statement on Form F-3, as amended (File No. 333-80010), and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 17, 2025
	Jayud Global Logistics Limited
	By:	/s/ Xiaogang Geng
	Name:	Xiaogang Geng
	Title:	Chief Executive Officer

Exhibits Index

Exhibit No.	Description
5.1	Opinion of Harney Westwood & Riegels
10.1	Form of Purchase Agreement
10.2	Engagement Agreement
23.3	Consent of Harney Westwood & Riegels (included in Exhibit 5.1)

Exhibit 5.1

Harney Westwood & Riegels<br><br> <br>3501 The Center<br><br> <br>99 Queen’s Road Central<br><br> <br>Hong Kong<br><br> <br>Tel: +852 5806 7800<br><br> <br>Fax: +852 5806 7810

17 July 2025

056710.0016

Jayud Global Logistics Limited

P. O. Box 31119 Grand Pavilion

Hibiscus Way, 802 West Bay Road

Grand Cayman, KY1-1205

Cayman Islands

Dear Sir or Madam

Jayud Global Logistics Limited (the Company)

We are lawyers qualified to practise in the Cayman Islands and have acted as Cayman Islands legal advisers to the Company in connection with an offering by the Company with offering up to in the aggregate of 42,857,143 class A ordinary shares of par value of US$0.0001 per share of the Company (the Class A OrdinaryShares and such Class A Ordinary Shares to be offered, the Offering Shares). The Offering Shares will be sold by the Company pursuant to the Company’s registration statement on Form F-3 and accompanying prospectus initially filed on 6 June 2024 with the Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Registration Statement) and the prospectus supplement dated around 16 July 2025 (the Prospectus Supplement) in accordance with the Share Purchase Agreement (as defined in Schedule 1). In this opinion Companies Act means the Companies Act (Revised) of the Cayman Islands.

We are furnishing this opinion as Exhibits 5.1 to the Registration Statement.

For the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1). We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.

In giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not independently verified.

Based solely upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the Cayman Islands:

The British Virgin Islands is Harneys Hong Kong office’s<br> main jurisdiction of practice.<br><br> <br>Jersey legal services are provided through a referral<br> arrangement with Harneys (Jersey) which is an independently owned and controlled Jersey law firm.<br><br> <br>Resident Partners: M Chu	JP Engwirda	Y Fan	<br> S Gray	P Kay<br><br> <br>MW Kwok	IN Mann	R Ng	ATC Ridgers	PJ Sephton	Anguilla	Bermuda	British Virgin Islands	Cayman<br> Islands<br><br> <br>Cyprus	Hong Kong	Jersey	London	Luxembourg<br><br> <br>Montevideo	São Paulo	Shanghai	Singapore<br><br> <br>harneys.com
1.	Valid Issuance of the Offering Shares.<br> The allotment and issue of the Offering Shares as contemplated by the Registration Statement,<br> the Prospectus Supplement and the Share Purchase Agreement have been duly authorised and,<br> when allotted, issued and fully paid for in accordance with the Registration Statement and<br> the Prospectus Supplement, and when the names of the shareholders are entered in the register<br> of members of the Company, the Offering Shares will be validly allotted, issued and fully<br> paid and there will be no further obligation of the holders of any of the Offering Shares<br> to make any further payment to the Company in respect of such Offering Shares.
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This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. Except as specifically stated herein, we express no opinion as to matters of fact.

In connection with the above opinion, we hereby consent to the filing of this opinion as an exhibit to the Prospectus Supplement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended or the Rules and Regulations of the Commission thereunder.

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.

This opinion shall be construed in accordance with the laws of the Cayman Islands.

Yours faithfully
/s/ Harney Westwood & Riegels
Harney Westwood & Riegels

Schedule 1

List of Documents and Records Examined

1	A copy of the certificate of incorporation of<br> the Company dated 10 June 2022.
2	A copy of the third amended and restated memorandum<br> and articles of association of the Company adopted by a special resolution passed on 16 March<br> 2023 and effective immediately prior to the completion of the initial public offering of<br> the Class A Ordinary Shares (the M&A).
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3	A copy of the register of directors and officers<br> of the Company provided to us on 20 May 2024.
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Copies of 1 to 3 above have been provided to us by the Company (the Corporate Documents, and together with 4 and 6 below, the Documents).

4	A copy of the executed written resolutions of the board of directors of the Company dated 29 May 2025<br>(the Resolutions).
5	A copy of the executed share purchase agreement dated 16 July 2025 entered into by and among the Company<br>and each of the Purchasers (as defined therein) whose name are set forth on the signature pages thereto (the Share Purchase Agreement).
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6	The Registration Statement and the Prospectus Supplement.
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Schedule 2

Assumptions

1	Authenticity of Documents. Copy documents<br> or drafts of documents provided to us are true and complete copies of, or in the final forms<br> of, the originals. All original Corporate Documents are authentic, all signatures, initials<br> and seals are genuine, all copies of the Registration Statement are true and correct copies<br> and the Registration Statement conform in every material respect to the latest drafts of<br> the same produced to us and, where the Registration Statement has been provided to us in<br> successive drafts marked-up to indicate changes to such documents, all such changes have<br> been so indicated.
2	Corporate Documents. All matters required<br> by law to be recorded in the Corporate Documents are so recorded, and all corporate minutes,<br> resolutions, certificates, documents and records which we have reviewed are accurate and<br> complete, and all facts expressed in or implied thereby are accurate and complete as at the<br> date of the passing of the Resolutions.
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3	No Steps to Wind-up. The directors<br> and shareholders of the Company have not taken any steps to appoint a liquidator of the Company<br> and no receiver has been appointed over any of the Company’s property or assets.
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4	Resolutions. The Resolutions have been<br> duly executed (and where by a corporate entity such execution has been duly authorised if<br> so required) by or on behalf of each director, or by or on behalf of each shareholder in<br> respect of the shareholder resolutions, and the signatures and initials thereon are those<br> of a person or persons in whose name the Resolutions have been expressed to be signed. The<br> Resolutions remain in full force and effect.
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5	Unseen Documents. Save for the Corporate<br> Documents provided to us there are no resolutions, agreements, documents or arrangements<br> which materially affect, amend or vary the transactions envisaged in the Registration Statement.
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6	Constitutional Documents. The M&A<br> is the latest memorandum and articles of association of the Company in effect as of the time<br> of the opinion.
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Schedule 3

Qualifications

1	Foreign Statutes. We express no opinion<br> in relation to provisions making reference to foreign statutes in the Registration Statement.
2	Commercial Terms. Except as specifically<br> stated herein, we make no comment with respect to any representations and warranties which<br> may be made by or with respect to the Company in any of the documents or instruments cited<br> in this opinion or otherwise with respect to the commercial terms of the transactions the<br> subject of this opinion.
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3	Non-assessable. In this opinion the<br> phrase non-assessable means, with respect to the issuance of shares, that a<br> shareholder shall not, in respect of the relevant shares, have any obligation to make further<br> contributions to the Company’s assets (except in exceptional circumstances, such as involving<br> fraud, the establishment of an agency relationship or an illegal or improper purpose or other<br> circumstances in which a court may be prepared to pierce or lift the corporate veil).
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4	Register of members. Under the Companies<br> Act, the register of members of a Cayman Islands company is by statute regarded as prima<br> facie evidence of any matters which the Companies Act directs or authorises to be inserted<br> therein. A third party interest in the shares in question would not appear. An entry in the<br> register of members may yield to a court order for rectification (for example, in the event<br> of fraud or manifest error).
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Exhibit 10.1

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”), dated as of July ___, 2025, is by and between Jayud Global Logistics Limited, a Cayman Islands exempted company (the “Company”), and each of the Purchasers whose names are set forth on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”). Each of such Purchasers and the Company is sometimes referred to herein each as a “Party”, and collectively as the “Parties”.

W I T N E S S E T H:

WHEREAS, the Company desires to sell to such Purchasers, and such Purchasers desire to purchase from the Company, Class A ordinary shares, par value $0.0001 per share with one vote per share (the “Ordinary Shares”), in accordance with the terms and provisions of this Agreement;

WHEREAS, the Ordinary Shares offered and sold by the Company pursuant to the terms of this Agreement are sometimes referred to herein as the “Shares” ; and

WHEREAS, the Shares issued pursuant to this Agreement shall be registered under the Securities Act of 1933, as amended (the “ Securities Act”), pursuant to the effective Shelf Registration Statement (as defined below) and the applicable prospectus supplement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and each Purchaser agrees as follows:

ARTICLE I

PURCHASE AND SALE

Section 1.1 Issuance, Sale and Purchase of Shares; Registration.

(a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to such Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, such Purchasers, severally but not jointly, agree to purchase the Shares for $0.14 per Share for an aggregate purchase price of $6,000,000 (the “Purchase Price”).

(b) The Company shall within two (2) Business Days from the date of this Agreement file with the United States Securities and Exchange Commission (the “SEC”) a prospectus supplement pursuant to Rule 424 of the Securities Act to the Shelf Registration Statement specifically relating to the Shares (the “Prospectus Supplement”). The Purchasers shall furnish all information reasonably requested by the Company for inclusion therein. “Shelf Registration Statement” means the Company’s existing registration statement on Form F-3 (File No. 333-280010), which became effective on July 3, 2024. The Company is a foreign private issuer, as defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4 under the Exchange Act.

Section1.2 Closing and Closing Deliveries.

(a) The closing (the “Closing”) of the purchase and sale of the Shares to be acquired by such Purchasers from the Company under this Agreement shall take place remotely at such time as the parties hereto have executed this Agreement and all of the conditions set forth in Section 1.3 hereof and applicable to the Closing shall have all of the conditions set forth in Section 1.3 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”).

(b) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i)	this Agreement duly executed by the Company;
(ii)	legal opinions of Company’s U.S. counsel, Cayman Islands counsel and PRC<br>counsel, in form and substance reasonably satisfactory to FT Global Capital, Inc. (the “Placement Agent”) and the Purchasers<br>addressed to the Placement Agent and the Purchasers;
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(iii)	a certificate executed by the Secretary or Chairman of the Company, dated as of<br>the Closing Date, as to (A) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board<br>of directors, (B) certificate of incorporation of the Company, and (C) the memorandum and articles of association of the Company, each<br>as in effect at the Closing Date;
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(iv)	a certificate, duly executed by the Chief Executive Officer of the Company, dated<br>as of the Closing Date, to the effect that each and every representation and warranty of the Company shall be true and correct as of the<br>date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak<br>as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied<br>in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or<br>prior to the Closing Date;
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(v)	the Prospectus Supplement (which may be delivered in accordance with Rule 172 under<br>the Securities Act).
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(vi)	a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer<br>Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”)<br>Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (each as specified on the signature<br>page of this Agreement), registered in the name of such Purchaser;
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(i) this Agreement duly executed by such Purchaser; and

(ii) the Purchase Price by wire transfer in immediately available funds to the Company’s bank account designated by the Company as below:

Beneficiary Name:

Beneficiary Account Number:

Beneficiary Bank:

Beneficiary Bank Address:

Swift Code:

Section 1.3 Closing Conditions.

(a) The obligations of the Company to issue and sell the Shares as contemplated by this Agreement shall be subject to the satisfaction, on or before the applicable Closing, of each of the following conditions, provided that any of which may be waived in writing by the Company in its sole discretion:

(i) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Shares shall have been completed and all corporate and other actions required to be taken by each Purchaser in connection with the purchase of the Shares shall have been completed.

(ii) The representations and warranties of each Purchaser contained in Section 2.2 of this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect (as defined hereafter), in all respects) as of the Closing (unless as of a specific date therein in which case they shall be accurate as of such date); and each Purchaser shall have performed and complied with in all material respects all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing.

(iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of, or materially and adversely alter, the transactions contemplated by this Agreement or imposes any damages or penalties that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by or before any governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise makes illegal the consummation of, or materially and adversely alter, the transactions contemplated by this Agreement or impose any damages or penalties that are substantial in relation to the Company.

(iv) The delivery by each Purchaser of the items set forth in Section 1.2 of this Agreement.

(b) The respective obligations of each Purchaser hereunder in connection with the Closing are subject to the satisfaction, on or before the applicable Closing, of each of the following conditions:

(i) The representation and warranties of the Company contained in Section 2.1 of this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect (as defined hereafter), in all respects) as of the Closing (unless as of a specific date therein in which case they shall be accurate as of such date);

(ii) The Company shall have performed and complied with in all material respects all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing;

(iii) the delivery by the Company of the items set forth in Section 1.2(b) of this Agreement;

(iv) the Shelf Registration Statement shall be effective and available for the issuance and sale of the Shares thereunder and the Company shall have delivered to such Purchaser the Prospectus Supplement as required thereunder;

(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof. “Material Adverse Effect” shall mean (i) a material adverse effect on the legality, validity or enforceability of this Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder (collectively, “Transaction Documents”), (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document; and

(vi) from the date hereof to the Closing Date, trading in the Ordinary Shares shall not have been suspended by the SEC or the Nasdaq Stock Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of the Company. The Company hereby represents and warrants to such Purchasers, as of the date hereof and as of each Closing Date, as follows:

(a) Organization and Authority. Each of the Company and its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor any of its subsidiaries is in material violation or default of any of the provisions of its respective memorandum and articles of association, certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the failure to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to conduct the business as is currently conducted.

(b) Due Issuance of the Shares; Registration. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, the Shares will be validly issued, fully paid and non-assessable, and the Shares shall be free and clear of all encumbrances, except as required by applicable laws, and issued in compliance with all applicable federal securities laws. The Company has prepared and filed the Shelf Registration Statement in conformity with the requirements of the Securities Act, which became effective, including the Prospectus Supplement, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Shelf Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Shelf Registration Statement or suspending or preventing the use of the Prospectus Supplement has been issued by the SEC and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the SEC. The Company, if required by the rules and regulations of the SEC, shall file the Prospectus Supplement with the SEC pursuant to Rule 424(b). At the time the Shelf Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Shelf Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus Supplement and any amendments or supplements thereto, at the time the Prospectus Supplement or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Shelf Registration Statement eligible to use Form F-3. The Company is eligible to use Form F-3 under the Securities Act and it meets the transaction requirements as set forth in General Instruction I.B.1 of Form F-3 with respect to the aggregate market value of the Shares.

(c) Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 2.1(c), which Schedule 2.1(c) shall also include the number of Ordinary Shares owned beneficially, and of record, by affiliates of the Company as of the date hereof. There are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any person any right to subscribe for or acquire, any Ordinary Shares or the capital stock of any subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional Ordinary Shares or share equivalents or capital stock of any subsidiary. The issuance and sale of the Shares will not obligate the Company or any subsidiary to issue Ordinary Shares or other securities to any person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any subsidiary. There are no outstanding securities or instruments of the Company or any subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to redeem a security of the Company or such subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the board of directors, or others is required for the issuance and sale of the Shares. There are no shareholders 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.

(d) Authority. The Company has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by it pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by all requisite actions on its part.

(e) Noncontravention. This Agreement has been duly executed and delivered by the Company and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors ’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Company or any of its subsidiaries is subject. Neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor compliance by the Company with any of the terms and conditions hereof will contravene any existing agreement, federal, state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, it.

(f) Filings, Consents and Approvals. Assuming the accuracy of the representations and warranties of each Purchaser in Sections 2.2(e) and (f), neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the filing, consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority, except such as have been obtained, made, given or will be made promptly hereafter and any required filing or notification with the SEC, Nasdaq or the China Securities Regulatory Commission (“CSRC”).

(g) SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.

(h) Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Prospectus Supplement and the SEC Reports, except as set forth on Schedule 2.1(h), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) or disclosed in filings made with the SEC, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any of its shares and (v) the Company has not issued any equity securities to any officer, director or affiliate, except pursuant to existing Company equity incentive plans, if any. The Company does not have pending before the SEC any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement or as set forth on Schedule 2.1(h), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that this representation is made.

(i) Litigation. Except as set forth on Schedule 2.1(i), there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”). None of the actions set forth on Schedule 2.1(i) (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any subsidiary, nor any director or officer thereof, is or has been the subject of any action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated or threatened, any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any subsidiary under the Exchange Act or the Securities Act.

(j) Compliance. Neither the Company nor any subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any subsidiary under), nor has the Company or any subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

(k) Certain Fees. Except as set forth in the Prospectus Supplement, no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(l) Listing and Maintenance Requirements. The Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Ordinary Shares under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. Other than Nasdaq Listing Rule 5550(a)(2), the Company is in compliance with all listing and maintenance requirements and has no reason to believe that it will not regain compliance with the listing and maintenance requirements in the foreseeable future. The Ordinary Shares are currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

(m) Sarbanes-Oxley; Internal Accounting Controls. Except as disclosed in the SEC Reports, the Company and its subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its subsidiaries.

(n) Investment Company. The Company is not, and is not an affiliate of, and immediately after receipt of payment for the Shares, will not be or be an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

(o) Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading.

(p) No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any trading market on which any of the securities of the Company are listed or designated.

(q) Foreign Corrupt Practices. Neither the Company nor any subsidiary, nor to the knowledge of the Company or any subsidiary, any agent or other person acting on behalf of the Company or any subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

(r) Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(s) Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding, it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, short sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (x) one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding, and (y) such hedging activities (if any) could reduce the value of the existing shareholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

(t) Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement of the Shares.

(u) Office of Foreign Assets Control. Neither the Company nor any subsidiary nor, to the Company's knowledge, any director, officer, agent, employee or affiliate of the Company or any subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

(v) Money Laundering. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no action or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any subsidiary, threatened.

(w) Compliance with PRC Overseas Investment and Listing Regulations*.*Each of the Company and its subsidiaries has complied, and has taken all reasonable steps to ensure compliance by each of its shareholders, directors and officers that is, or is directly or indirectly owned or controlled by, a resident of the People’s Republic of China (“PRC”) or citizen with any applicable rules and regulations of the relevant PRC government agencies (including but not limited to the Ministry of Commerce, the National Development and Reform Commission, the CSRC and the State Administration of Foreign Exchange (the “SAFE”)) relating to overseas investment by PRC residents and citizens (the “PRC Overseas Investment and Listing Regulations”), including, without limitation, requesting each such person that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen, to complete any registration and other procedures required under applicable PRC Overseas Investment and Listing Regulations (including any applicable rules and regulations of the SAFE).

(x) M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations or implementation rules in connection with or related thereto (the “PRC Mergers and Acquisitions Rules”) jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and the State Administration of Foreign Exchange on August 8, 2006 and amended on June 22, 2009, including the provisions thereof which purport to require offshore special purpose entities formed for listing purposes and controlled directly or indirectly by PRC companies or individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on an overseas stock exchange. The Company has received legal advice specifically with respect to the PRC Mergers and Acquisitions Rules from its PRC counsel, and the Company understands such legal advice. In addition, the Company has communicated such legal advice in full to each of its directors that signed the Shelf Registration Statement and each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Shares are not and will not be, as of the date hereof or at the Closing Date, adversely affected by the PRC Mergers and Acquisitions Rules and (ii) do not require the prior approval of the CSRC.

(y) Communist Chinese Military Companies. The Company does not constitute a “Communist Chinese Military Company” under Executive Order 13959, issued by former President Trump on November 12, 2020 under the authority of Section 1237 of the National Defense Authorization Act for Fiscal Year 1999.

Section2.2 Representations and Warranties of such Purchasers. Each Purchaser hereby makes the following representations and warranties to the Company as of the date hereof, with respect solely to itself and not with respect to any other Purchaser:

(a) Authority. Each Purchaser has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by such Purchaser pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by each Purchaser of this Agreement and the performance by such Purchaser of its obligations hereunder have been duly authorized by all requisite actions on its part.

(b) Valid Agreement. This Agreement has been duly executed and delivered by each Purchaser and constitutes such Purchaser’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors ’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(c) Consents. Neither the execution and delivery by such Purchaser of this Agreement nor the consummation by such Purchaser of any of the transactions contemplated hereby nor the performance by it of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving of notice to, any governmental or public body or authority or any third party, except as have been obtained, made or given.

(d) No Conflict. Neither the execution and delivery by it of this Agreement, nor the consummation by such Purchaser of any of the transactions contemplated hereby, nor compliance by it with any of the terms and conditions hereof will contravene any existing agreement, federal, state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, such Purchaser.

(e) No General Solicitation. Such Purchaser is not purchasing the Shares because of any general solicitation or general advertisement, including, without limitation, (i) any advertisement, articles, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(f) Status and Investment Intent.

(i) Experience. Each Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares. Each Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment.

(ii) Purchase Entirely for Own Account. Each Purchaser is acquiring the Shares for its own account for investment purposes only and does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Shares; provided however, by making the representations herein, each Purchaser does not agree to hold any of the Shares for any minimum or other specific term.

(iii) Investor Accredited Status. Each Purchaser is an “accredited investor”, as that term is defined in Rule 501(a) of Regulation D of the Securities Act.

(g) Access to Information. Each Purchaser acknowledges that it has had the opportunity to review the SEC Documents and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. “ SEC Documents” means the SEC Reports (as defined in Section 2. 1(f)) together with the Shelf Registration Statement and the Prospectus Supplement.

(h) Understandings or Arrangements. Such Purchaser is acquiring the 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 Securities (this representation and warranty not limiting such Purchaser’s right to sell the Shares pursuant to the Shelf Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Shares hereunder in the ordinary course of its business.

(i) Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including short sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than to other persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

(j) Not an Affiliate. Such Purchaser is not an officer, director or “affiliate” (as that term is defined in Rule 405 of the Securities Act) of the Company.

(k) No Prior Short Selling. Such Purchaser represents and warrants to the Company that at no time prior to the date of this Agreement has any of the Purchaser, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Ordinary Shares or (ii) hedging transaction, which establishes a net short position with respect to the Ordinary Shares.

ARTICLE III

COVENANTS; MISCELLANEOUS

Section3.1 No Shorting or Lending of Shares. Such Purchasers shall not (i) engage in any short-selling activities involving the Ordinary Shares, or (ii) lend the Shares to any third party.

Section 3.2 Nasdaq Listing. The Company warrants that it shall undertake best efforts to maintain the continued listing of its Ordinary Shares on the Nasdaq Stock Market.

Section 3.3 Termination. This Agreement may not be terminated except by mutual agreement of the Parties. Nothing in this Section 3.3 shall be deemed to release any Party from any liability for any breach of this Agreement prior to the effective date of such termination.

Section 3.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either Party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The Parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.

Section 3.5 Required PFIC Disclosurese. Upon request of any Purchaser any time and from time to time, the Company will either represent to such Purchaser that the Company is not a “passive foreign investment company” (“PFIC”) or promptly provide the information necessary for such Purchaser to make a Qualified Electing Fund (QEF) Election with respect to the Company and will cause each direct and indirect subsidiary that the Company controls that is a PFIC to provide such information with respect to such subsidiary

Section 3.6 Consent to Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 3.5, the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Section 3.7Amendment. This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

Section3.8 Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, each of the Parties and their respective heirs, successors and permitted assigns.

Section 3.9Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or such Purchaser without the express written consent of the other Party. Any purported assignment in violation of the foregoing sentence shall be null and void.

Section 3.10 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of actual delivery if delivered personally to the Parties to whom notice is to be given, on the date sent if sent by e-mail or facsimile, on the next business day following delivery if sent by courier or on the day of attempted delivery by postal service if mailed by registered or certified mail, return receipt requested, postage paid, and properly addressed. The address of each Purchaser for such notices and communications shall be as set forth on the signature pages attached hereto. If to the Company, at:

Building 3, No. 7 Gangqiao Road, Li Lang Community Nanwan Street, Longgang District Shenzhen, China

Attn: Xiaogang Geng, CEO

Email: xiaogang.geng@jayud.com

Any Party may change its address for purposes of this Section 3.10 by giving the other Party a written notice of the new address in the manner set forth above.

Section 3.11 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.

Section3.12 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.

Section3.13 Fees and Expenses. Each Party will be responsible for all of its own expenses incurred in connection with the negotiation, preparation and execution of this Agreement.

Section3.14 Public Announcements. Such Purchaser shall not make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the Company.

Section 3.15 Specific Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof. Accordingly, each Party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

Section 3.16 Headings. The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated.

Section 3.17 Execution in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

Jayud Global Logistics Limited
By:
	Name:	Xiaogang Geng
	Title:	Chief Executive Officer

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASERS FOLLOWS]

PURCHASER SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the undersigned have caused this Share Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: ________________________________________________________

Signature of Authorized Signatory of Purchaser: _________________________________

Name of Authorized Signatory: _______________________________________________

Title of Authorized Signatory: ________________________________________________

Email Address of Authorized Signatory:_________________________________________

Facsimile Number of Authorized Signatory: __________________________________________

Address for Notice to Purchaser:

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Subscription Amount: $_________________

Number of Shares: _________________

EIN Number: _______________________

Ownership blocker 4.99%__ 9.99%___

o Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2^nd^) trading day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.

Exhibit 10.2

June 26, 2025

Mr. Xiaogang Geng

Chairman and Chief Executive Officer

Jayud Global Logistics Limited

Building 3, No. 7 Gangqiao Road, Li Lang Community

Nanwan Street, Longgang District

Shenzhen, People’s Republic of China 518000

Re:	Exclusive Engagement Agreement

Dear Mr. Geng,

The purpose of this letter agreement (this “Agreement”) is to set forth the terms and conditions pursuant to which FT Global Capital, Inc. (“FTGC” or the “Placement Agent”), shall serve as the Exclusive Placement Agent for Jayud Global Logistics Limited (NASDAQ: JYD) (the “Company”), on a “best efforts” basis, in connection with any public or private offering or other financing or capital-raising transaction of any kind (each, a “Placement”) of unregistered or registered securities (the “Securities”) of the Company, which may include Class A ordinary shares of the Company (the “Shares”) or securities convertible into Shares, pursuant to a private placement or, if registered, pursuant to a registration statement. For the avoidance of any doubt, the above-referenced exclusivity is limited to the Term (as the term is defined below) of this Agreement, and shall not extend to the Company’s offering of its equity securities outside of North America (the “Territory”), and any offering or Placement involving any of the Company-sourced investors set forth in Schedule A, subject to exception noted therein (the “Company Investors”). The Company represents to the Placement Agent that the list of the Company Investors set forth in such Schedule A is the final and complete list as of the date of this Agreement, and that such list shall not be subject to changes of any kind whatever, unless mutually agreed to and by the Company and the Placement Agent.

This Agreement shall become effective upon the date it is signed by the parties (the “Effective Date”). The terms of such Placement(s) and the Securities shall be mutually agreed upon by the Company and the investors (each, an “Investor” and collectively, the “Investors”) and nothing herein enables the Placement Agent to bind the Company or any Investor. This Agreement and the documents executed and delivered by the Company and the Investors in connection with the Placement(s) shall be collectively referred to herein as the “Transaction Documents.” The date of each of the closings of the Placement(s) shall be referred to herein as the “Closing Date.” The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase or to sell any Securities and does not ensure the successful placement of any Securities or any portion thereof. The identities of the investors to which the Placement Agent introduces the Company shall be proprietary information of the Placement Agent and shall not be divulged to third parties by the Company, nor used by the Company outside the scope of the Placement Agent’s engagement as described herein, other than as required by applicable law.

This Engagement Letter sets forth certain conditions and assumptions upon which the engagement of FTGC is premised. However, the agreement between the parties hereto on the matters relating to each specific Placement to be conducted will be embodied in and superseded by a Placement Agent Agreement, unless the Placement Agent determines not to utilize a separate Placement Agent Agreement, in which case the provisions of this Engagement Letter shall govern.

1688 Meridian Avenue, Suite 700, Miami Beach, FL 33139

786-220-6040 (Direct); 786-655-8201 (Facsimile)

SECTION

COMPENSATION AND OTHER FEES.

(A) As compensation for the Placement Agent’s services hereunder, the Company shall pay to the Placement Agent a cash placement fee upon each Closing in an amount equal to: (i) seven percent (7%) of the total amount of capital received by the Company from the sale of its Securities during the Term, and (ii) four percent (4%) of the total amount of capital received by the Company from the sale of its Securities during the Term to the Company Investors (“Placement Agent Fee”). Notwithstanding anything to the contrary in this Agreement, the compensation provided for in this Agreement shall be subject to such reduction as may be necessary for the compensation to comply with Financial Industry Regulatory Authority (“FINRA”) Rule 5110. At the Closing of each Placement, the Company agrees to reimburse the Placement Agent for all travel, due diligence or related expenses and its legal expense, $50,000 (the “Placement Expenses”), provided, however, that such amounts in no way limit or impair the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, in the event that the Placement is not consummated for any reason whatsoever within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to reimburse the Placement Agent the full amount of the Placement Expenses within three (3) business days of the end of the Term or termination of the Placement, whichever is earlier.

(B) Intentionally omitted.

(C) The Placement Agent shall be entitled to a Placement Agent Fee, each calculated in the manner provided in Section 1(A), with respect to any public or private offering of securities or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail Financing is provided, directly or indirectly, to the Company or its affiliates by any persons or entities (including any entities under common management or having a common investment advisor) that the Placement Agent has contacted on behalf of the Company during the Term of this Agreement or persons or entities that the Placement Agent had “wall-crossed” during the Term of this Agreement, if such Tail Financing is consummated at any time within the 9-month period following the termination or expiration of this Agreement (the “Tail Period”). No later than ten (10) business days after termination or expiration of this Agreement, the Placement Agent will provide by electronic mail a written list of such persons or entities that the Placement Agent had contacted on behalf of the Company or “wall-crossed” during the Term of this Agreement, which list shall be deemed to include entities under common management or having a common investment advisor with the entities included on such list, provided, however, that such list shall be limited to no more than ten (10) institutional investors.

SECTION 2. COMPANY REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to, and agrees with, the Placement Agent on the date hereof and on each date on which any Securities are offered that (Sections (B)-(E) shall only be applicable to any proposed Placement in which Securities are to be offered on a registered basis pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and in those Sections, references to “Securities” means such Securities to be offered on a registered basis pursuant to the Securities Act):

(A) During the Term hereunder and subject to the exclusivity qualifications set forth in the opening paragraph of this Agreement: (i) the Company will not, and will not permit its representatives to, other than in coordination with the Placement Agent, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of a Placement. Furthermore, the Company agrees that during the Term hereunder, all inquiries from prospective investors will be referred to the Placement Agent. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder's fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Placement.

(B) The registration statement on Form F-3 (File No. 333-280010) initially filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on June 6, 2024, which became effective on July 3, 2024. At the time of such filing, the Company shall meet the requirements of Form F-3 under the Securities Act. Such registration statement, including the exhibits thereto, as amended from time to time, is hereinafter called the “Registration Statement.” No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus have been issued, and no proceeding for any such purpose is pending or has been initiated or threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used in connection with a Placement, including any documents incorporated by reference therein.

(C) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time effectiveness, shall comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and shall not and, as amended or supplemented, if applicable, 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. The Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, shall comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein will be required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that will not be filed pursuant to the Securities Act within the requisite time period. There are no contracts or other documents required to be described in the Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, that have not been described or filed as required.

(D) If the Company is currently eligible to use free writing prospectuses in connection with a Placement pursuant to Rules 164 and 433 under the Securities Act, any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act will be filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that is required to be filed pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of the Company will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus.

(E) Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date of any Placement, any offering material in connection with the offering and sale of Securities other than the Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement.

(F) There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater stockholder of the Company.

(G) The Placement Agent shall have received on each Closing Date a written opinion of counsel for the Company, dated the Closing Date and addressed to the Placement Agent in form and substance satisfactory to the Placement Agent, which shall include, without limitation, opinions related to (i) the corporate existence of the Company and power to operate its business; (ii) the corporate power and authority of the Company to execute all agreements and perform its obligations related in the Placement; (iii) the ability of the Company to enter into all agreements and perform its obligations related to the Placement without contravening or violating (or causing the triggering of any anti-dilution or similar provisions in) its charter documents, any other agreements or any applicable law, regulation or rule; (iv) that any Securities (and any Common Stock underlying such Securities) will be duly authorized, fully paid, validly issued and non-assessable, as applicable; (v) that no approval, consent, order, filing or notice is required to complete the Placement and for the Company to perform its obligations in the Placement other than Nasdaq approval or notification if so required by Nasdaq rules; (vi) if the Placement is being completed in compliance with the Securities Act of 1933, as amended, and rules and regulations promulgated thereunder, and that all filings required by the Securities Act, have been made; and (vii) the Company’s status as an “investment company” as defined in the Investment Company Act of 1940, as amended. The Placement Agent shall also have received on each Closing Date a negative assurance letter from counsel for the Company, dated the Closing Date and addressed to the Placement Agent in form and substance satisfactory to the Placement Agent.

(H) The Placement Agent shall have received prior to the execution of any Transaction Documents related to a Placement completed on a registered basis pursuant to the Securities Act, a letter dated such date, in form and substance satisfactory to the Placement Agent, from the Company’s independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to the financial statements and certain financial information contained in the Registration Statement, Base Prospectus and Prospectus Supplement.

(I) In connection with each Placement, each of the Company and any successors of the Company will agree, for a period of forty-five (45) days from the Closing of such Placement, that each will not (a) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (b) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.

(J) From the date hereof until three (3) months after the Closing Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock Equivalents (or combination of unites thereof) involving a Variable Rate Transaction. For the purpose of this Agreement, “Variable Rate Transaction” shall mean a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or excisable for, or include the right to receive additional Common Stock either (A) at a conversion price, excise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, excise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, any equity line of credit, whereby the Company may issue securities at a future determined price. The Placement Agent shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in additional to any right to collect damages.

(K) The Company shall cause each of its officers and directors to deliver to the Placement Agent an executed Lock-Up Agreement, in the mutually agreed upon form agreement.

(L) Each of the Company and its subsidiaries has complied, and has taken all reasonable steps to ensure compliance by each of its affiliates with any applicable rules and regulations of the relevant PRC government agencies, including, but not limited to the China Securities Regulatory Commission’s (the “CSRC”) February 17, 2023 Trial Administrative Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies and subsequent supporting guidelines, which came into effect on March 31, 2023 (together, the “Trial Measures”). The Trial Measures relate to PRC companies that seek to offer or list securities overseas, both directly and indirectly, and require compliance with certain procedures and filing requirements with the CSRC. The Company shall (i) complete any registration or other filings and submissions required under the Trial Measures, and make requisite disclosures relating to its compliance with the Trial Measures in the Prospectus Supplement, and (ii) allow the Placement Agent and its legal counsel an advance opportunity to review and provide their comments on such public disclosures and the Company’s submissions to the CSRC in compliance with the Trial Measures.

(M) The Placement Agent shall be entitled to rely upon any and all representations and warranties of the Company included in the purchase agreements entered into by the Company and the Investors in connection with each Placement, subject to the qualifications and limitations therein, including, but not limited to, any disclosure set forth on an applicable schedule.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF PLACEMENT AGENT. The Placement Agent represents and warrants to the Company that: (i) it will comply with all applicable federal and state laws regarding trading in securities of the Company, (ii) it will not disclose any material non-public material information of the Company without the prior written consent of the Company, and (iii) that it is a registered broker-dealer in good standing with the relevant regulatory agencies.

SECTION 4. ENGAGEMENT TERM & SURVIVAL. The term of this Agreement shall be for a period of three (3) months from the Effective Date (the “Term”). The provisions of Sections 1, 2, 3, 4, 5, 6, 8, 9, 10 and 11 of this Agreement and Appendix A shall survive for a period of nine (9) months following expiration or termination of this Agreement.

SECTION 5. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement is for the confidential use of the Company only in its evaluation of the Placement and, except as otherwise required by law, the Company will not disclose or otherwise refer to the advice or information in any manner without prior written consent of the Placement Agent.

SECTION 6. NO FIDUCIARY RELATIONSHIP: THIRD PARTY BENEFICIARIES. This Agreement does not create, and shall not be construed as creating rights enforceable by any person or entity that is not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and that the Placement Agent shall not have any duties or liabilities to the equity holders or the creditors of the Company or to any other person by virtue of this Agreement or the retention of the Placement Agent hereunder, all of which are hereby expressly waived.

SECTION 7. INDEMNIFICATION. The parties agree to the terms of the Placement Agent’s standard indemnification agreement, which is attached hereto as Appendix A and incorporated herein by reference.

SECTION 8. ANNOUNCEMENTS. The Company grants to the Placement Agent the right to place customary announcement(s) of any Placement in certain newspapers and to mail announcement(s) to persons and firms selected by Placement Agent, at the Placement Agent’s expense, subject to the Company’s prior approval, which shall not be unreasonably withheld.

SECTION 9. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement, will be heard only in the state or federal courts located in the City and County of New York, Borough of Manhattan. The parties hereto expressly agree to submit themselves to the jurisdiction of the foregoing courts in the City and County of New York, Borough of Manhattan. The parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City and County of New York, Borough of Manhattan. Each party hereto consents to service of process by federal express or other nationally recognized overnight courier at the address used in connection with this Agreement. Each party hereto waives its right to trial by jury and the requirement that it post an undertaking in connection with any award of emergency or preliminary relief by a court. In the event any party hereto files suit, the prevailing party in any such proceeding shall be entitled to recover its reasonable attorneys fees and out of pocket expenses.

SECTION 10. ENTIRE AGREEMENT/MISC. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by each of the Placement Agent and the Company. 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 the other party, it being understood that both parties need not sign the same counterpart. This Agreement may be executed in counterparts (including electronic counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures to this Agreement transmitted by electronic mail in “portable document format” (.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature. The undersigned hereby consents to receipt of this Agreement in electronic form and understands and agrees that this Agreement may be signed electronically. In the event that any signature is delivered by electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or otherwise by electronic transmission evidencing an intent to sign this Agreement, such electronic mail or other electronic transmission shall create a valid and binding obligation of the undersigned with the same force and effect as if such signature were an original. Execution and delivery of this Agreement by electronic mail or other electronic transmission is legal, valid and binding for all purposes.

SECTION 11. 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 date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified on the signature pages attached hereto prior to 6:30 p.m. (New York, NY time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number on the signature pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York, NY time) on any business day, or (c) 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 hereto.

SECTION 12. ANTI-MONEY LAUNDERING. To help the United States government fight the funding of terrorism and money laundering, the federal laws of the United States require all financial institutions to obtain, verify and record information that identifies each person with whom they do business. This means the Placement Agent must ask the Company for certain identifying information, including a government-issued identification number (e.g., a U.S. taxpayer identification number) and such other information or documents that the Placement Agent consider appropriate to verify the Company’s identity, such as certified articles of incorporation, a government-issued business license, a partnership agreement, or a trust instrument.

Please confirm that the foregoing correctly sets forth our agreement by signing and returning an executed copy of this Agreement to FTGC.

FT GLOBAL CAPITAL, INC.
By:	/s/ Patrick J. Ko
	Name:	Patrick J. Ko
	Title:	President

Address for notice:
1688 Meridian Avenue, Ste. 700
Miami<br>Beach, FL 33139
786-655-8201 (Fax)

With an electronic copy to the following:
Alec Orudjev, Esq., General Counsel
aorudjev@ftglobalcap.com

Accepted and Agreed to as of the date first written above:

JAYUD GLOBAL LOGISTICS LIMITED

By:	/s/ Xiaogang Geng
Name:	Xiaogang Geng
Title:	Chairman<br>and Chief Executive Officer

Address for notice:

Attn: Mr. Xiaogang Geng, Chairman and Chief Executive Officer

Jayud Global Logistics Limited

Building 3, No. 7 Gangqiao Road, Li Lang Community

Nanwan Street, Longgang District, Shenzhen, People’s Republic of China 518000

Email: [_]

Fax: [_]

APPENDIX A - INDEMNIFICATION PROVISIONS

(A) The Company agrees to indemnify and hold harmless the Placement Agent and its affiliates and their respective officers, directors, employees, agents, counsel, advisers and consultants, and any persons controlling the Placement Agent or any of its affiliates within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (the Placement Agent and each such other person or entity being referred to herein as an “Indemnified Person”), from and against all claims, liabilities, losses or damages (or actions in respect thereof) or other expenses (and further agrees to advance all expenses) which (A) are related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made or any material statements omitted to be made) by the Company or its respective affiliates in connection with this Agreement, any Placement or which affect any Placement or (ii) material actions taken or omitted to be taken by an Indemnified Person with the consent or in conformity with the actions or omissions of the Company or their respective affiliates in connection with this Agreement, any Placement or which affect any Placement or (iii) any investigation, litigation, or inquiry by a regulatory or self-regulatory agency or authority involving the Company or any transaction arising under any agreements between the Company and the Placement Agent or (B) are otherwise related to or arise out of the Placement Agent’s activities on behalf of the Company or its respective affiliates pursuant to this Agreement or (C) in any way involving or alleged to involve the Company, any Placement or any Securities. The Company will not be responsible, however, for any losses, claims, damages, liabilities or expenses pursuant to clause (B) of the preceding sentence which are finally judicially determined to have resulted solely from such Indemnified Person’s negligence or willful misconduct. In addition, the Company agrees to advance (and in the absence of advancement required hereunder) to promptly reimburse each Indemnified Person for all reasonable out-of-pocket expenses (including fees and expenses of counsel) as they are incurred by such Indemnified Person in connection with investigating, preparing, conducting or defending any such action or claim, whether or not in connection with litigation in which any Indemnified Person is a named party, or in connection with enforcing the rights of such Indemnified Person under this Agreement, including the costs of any claims asserted by an Indemnified Person against any indispensable party or by way of a counterclaim in any litigation within the scope of this provision upon the receipt of written notice from the Indemnified Person. The Company agrees to advance such expenses incurred by an Indemnified Person pursuant to which indemnity may be sought hereunder within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any proceeding. Such advances shall be unsecured and interest free and without regard to the Indemnified Person’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnified Persons shall be entitled to continue to receive advancement of expenses pursuant to this section unless and until the matter of an Indemnified Person’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Each Indemnified Person undertakes to repay such amounts advanced only if and to the extent that, it ultimately is determined that the Indemnified Person is not entitled to be indemnified by the Company under the provisions of this Agreement.

(B) Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which the Placement Agent is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or of the commencement of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to the Placement Agent and will pay the reasonable fees and expenses of such counsel. Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for the Placement Agent determines that to do so would be in the best interests of the Placement Agent. In such event, the reasonable fees and disbursements of no more than one such separate counsel, up to $30,000 in the aggregate, will be paid by the Company. The Company will have the exclusive right to settle the claim or proceeding at its sole expense provided that the Company obtains a full and unconditional release of any claims against the Placement Agent and the Indemnified Persons from all liability on claims that are the subject matter of such proceeding and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Placement Agent or any Indemnified Person.

(C) The Company and the Placement Agent and any Indemnified Persons agree to notify each other promptly of the assertion of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this engagement letter.

(D) If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Placement Agent on the other, but also the relative fault of the Company on the one hand and the Placement Agent on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses reasonably incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received by Placement Agent under this engagement letter (excluding any amounts received as reimbursement of expenses incurred by Placement Agent).

(E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this engagement letter or otherwise.