Li Bang International Corp Inc 6-K, filed Jun 12, 2026
Li Bang International Corp Inc. (LBGJ)
About this 6-K
Li Bang International Corp Inc filed this 6-K on June 12, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-42378
Li Bang International Corporation Inc.
(Exact Name of Registrant as Specified in its Charter)
No. 190 Xizhang Road, Gushan Town
Jiangyin City, Jiangsu Province
People’s Republic of China
+86 0510-81630030
(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 a Material Definitive Agreement
Li Bang International Corporation Inc. (the “Company”) previously entered into a sales agreement (the “Original Sales Agreement”), dated February 13, 2026, with AC Sunshine Securities LLC (the “Sales Agent”) with respect to an at-the-market offering program, pursuant to which the Company may offer and sell through or to the Sales Agent, acting as sales agent and/or principal, from time to time, Class A ordinary shares of the Company, par value $0.0001 per share, having an aggregate offering price of up to $20,000,000 (the “Original Offering Program”).
On June 11, 2026, the Company and the Sales Agent entered into the Amendment No. 1 to the Sales Agreement (the “Amendment No. 1,” together with the Original Sales Agreement, the “Sales Agreement”), under which the Company may offer and sell Class A ordinary shares of the Company, par value $0.00001 per share (the “Class A Ordinary Shares”), having an aggregate offering of up to $60,000,000 from time to time through or to the Sales Agent, acting as sales agent and/or principal (the “Upsized Offering Program”), reflecting an increase of $40,000,000 in the aggregate offering price from an aggregate of up to $20,000,000 under the Original Offering Program.
The issuance and sale of the Class A Ordinary Shares under the Sales Agreement will be made pursuant to (i) the Company’s shelf registration statement on Form F-3 (File No. 333-291772), filed with the Securities and Exchange Commission (the “Commission”) on November 25, 2025 and declared effective by the Commission on January 16, 2026, and (ii) the prospectus supplement related to the Upsized Offering Program, dated June 11, 2026, which replaces and supersedes the prior prospectus supplement, dated February 17, 2026, with respect to the Original Offering Program. As of April 1, 2026, Class A Ordinary Shares having an aggregate offering price of $9.3 million had been sold under the Sales Agreement, subject to certain settlement conditions thereto.
Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell Class A Ordinary Shares of the Company by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1993, as amended (the “Securities Act”). The Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Capital Market to sell Class A Ordinary Shares from time to time, based upon instructions from the Company, including any price, time or size limits or other customary parameters or conditions the Company may impose.
The Company will pay the Sales Agent a commission equal to three and half percent (3.5%) of the gross proceeds of any Class A Ordinary Shares sold pursuant to the Sales Agreement. The Company has also agreed to reimburse the Sales Agent for its reasonable and documented out-of-pocket expenses, including fees and disbursements of its counsel, in an amount not to exceed $100,000. The Company has advanced an amount of $65,000 to the Sales Agent upon execution of the engagement letter agreement, dated January 9, 2026, by and between the Sales Agent and the Company. In addition, the Company will reimburse the Sales Agent for its reasonable and documented out-of-pocket expenses related to maintaining the Sales Agreement, including transaction costs and legal fees, up to $5,000 every Representation Date (as defined in the Sales Agreement) and no more than $14,000 per fiscal year. The Company will also reimburse up to $10,000 for each program “refresh,” such as the filing of a new registration statement, prospectus or prospectus supplement, or an amendment to the Sales Agreement.
The Company has also agreed to reimburse the Sales Agent for the expenses of its legal counsel incurred in conjunction with our entry into the Amendment No. 1, and the delivery of the first Placement Notice following the execution of the Amendment No. 1, in the amount of $25,000, separately from and in addition to the commissions payable to the Sales Agent under the Sales Agreement. The Company has made certain customary representations, warranties and covenants concerning the Company and its Class A Ordinary Shares in the Sales Agreement and has also provided the Sales Agent with customary indemnification and contribution rights.
The Company has no obligations to make any sales of Class A Ordinary Shares under the Sales Agreement. The offering of Class A Ordinary Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Class A Ordinary Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.
The foregoing description of the material terms of the Sales Agreement are qualified in its entirety by reference to (i) the Original Sales Agreement, a copy of which was attached as Exhibit 1.1 to the Current Report on Form 6-K filed with the Commission on February 17, 2026, and (ii) the Amendment No. 1, which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.
The Company intends to use the net proceeds from any issuances through the Upsized Offering Program for general corporate purposes, which may include additions to working capital, financing of capital expenditures, future acquisitions and strategic investment opportunities, although it has no current plans, commitments or agreements with respect to any such expenditures, acquisitions or investment opportunities as of the date hereof.
This Current Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
INCORPORATION BY REFERENCE
This current report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-291772), to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibit Index
| Exhibit No. | Description | |
| 1.1 | Amendment No. 1 to the Sales Agreement, dated June 11, 2026, by and between the Company and AC Sunshine Securities LLC | |
| 5.1 | Opinion of Appleby |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Li Bang International Corporation Inc. | ||
| Date: June 12, 2026 | By: | /s/ Huang Feng |
| Huang Feng | ||
| Chairman of Board of Directors and Chief Executive Officer | ||
Exhibit 1.1
LI BANG INTERNATIONAL CORPORATION INC.
$60,000,000
Class A Ordinary Shares
(par value $0.00001 per share)
AMENDMENT NO. 1 TO SALES AGREEMENT
This Amendment No. 1 (this “Amendment”) to Sales Agreement (as defined below), dated as of June 11, 2026 (the “Effective Date”), is entered into by and between Li Bang International Corporation Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and AC Sunshine Securities LLC (the “Sales Agent”).
RECITALS
WHEREAS, the Company and the Sales Agent are parties to that certain Sales Agreement, dated February 13, 2026 (the “Sales Agreement”), pursuant to which the Company may issue and sell, from time to time, through or to the Sales Agent, acting as agent or principal, Class A ordinary shares of the Company, par value $0.0001 per share, having an aggregate offering price of up to $20,000,000, subject to the terms and conditions set forth therein;
WHEREAS, on March 27, 2026, the Company effected a one hundred (100)-for-one (1) share consolidation, upon which (i) every 100 Class A ordinary shares of the Company, par value US$0.0001 per share then, were automatically consolidated into one Class A ordinary share, par value US$0.01 per share, and (ii) every 100 Class B ordinary shares of the Company, par value US$0.0001 per share then, were automatically consolidated into one Class B ordinary share, par value US$0.01 per share (the “Share Consolidation”);
WHEREAS, at the extraordinary general meeting of the Company held on April 30, 2026, the shareholders approved, among others, a series of share capital increase, reduction, subdivision and cancellation (the “Share Reorganization”), which were thereafter effected by the Company, and as a result, the Company’s authorized share capital was changed from (i) US$31,505,000 divided into 3,150,000,000 Class A ordinary shares and 500,000 Class B ordinary shares, par value US$0.01 per share, to (ii) US$35,000 divided into 3,150,000,000 Class A ordinary shares, par value US$0.00001 per share (“Class A Ordinary Shares”), and 350,000,000 Class B ordinary shares, par value US$0.00001 per share;
WHEREAS, pursuant to Section 15 of the Sales Agreement, neither the Sales Agreement nor any term thereof may be amended except pursuant to a written instrument executed by the Company and the Sales Agent;
WHEREAS, the Company and the Sales Agent desire to amend the Sales Agreement to (i) increase the aggregate offering price of Class A Ordinary Shares that may be issued and sold under the Sales Agreement from $20,000,000 to $60,000,000, (ii) update certain references therein to reflect the Share Consolidation and Share Reorganization, and (iii) make certain other conforming changes, including with respect to the designation of Company’s counsel and related notice information; and
WHEREAS, the Company and the Sales Agent acknowledge and agree that all share-related numbers contemplated under the Sales Agreement and this Amendment shall be adjusted to take into account any share consolidation, share dividend, change in ratio of the Class A Ordinary Shares or similar event effected with respect to the Class A Ordinary Shares.
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NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Sales Agent agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Sales Agreement.
2. Amendment to Aggregate Offering Amount. The Sales Agreement is hereby amended as follows:
| a. | The heading on the first page of the Sales Agreement is amended by replacing “$20,000,000” with “$60,000,000.” | |
| b. | The first sentence of Section 1 of the Sales Agreement is amended and restated in its entirety as follows: | |
| “The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through the Sales Agent, acting as agent or principal, class A ordinary shares of the Company, par value $0.00001 per share (the “Class A Ordinary Shares”), having an aggregate offering price of up to $60,000,000, subject to the limitations set forth in Section 3(b) hereof.” | ||
| c. | The parenthetical following “$0.80” in the second sentence of Section 6(l) of the Sales Agreement is hereby amended and restated to read “(the price at which the Class A ordinary shares, par value US$0.0001 per share then, of the Company, was last sold on the Exchange on February 5, 2026).” | |
| d. | On and after the Effective Date, Section 7(n) of the Sales Agreement is amended to (i) replace “VCL Law LLP” with “DLA Piper UK LLP” and (ii) replace “Harney Westwood & Riegels” with “Appleby”. | |
| e. | Section 12 and Schedule 2 of the Sales Agreement are hereby amended to delete the notice information for VCL Law LLP and replace it with the following: |
DLA Piper UK LLP
20th Floor, South Tower
Beijing Kerry Center
No. 1 Guanghua Road, Chaoyang District
Beijing, China 100020
Attention: Yang Ge, Esq.
Email: yang.ge@dlapiper.com
3. Effectiveness. This Amendment shall be effective as of the Effective Date.
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4. Representation Date; Certificates, Legal Opinions and Other Documents. For the avoidance of doubt, the execution of this Amendment, or the Company’s filing of a prospectus supplement relating to the Placement Shares (as defined in the Sales Agreement) by means of an amendment, sticker, or supplement, in connection with this Amendment, shall not, by itself, constitute a Representation Date (as defined in the Sales Agreement); provided that the first Placement Notice delivered following the Effective Date shall be deemed a Representation Date for all purposes of the Sales Agreement, and the Company shall deliver or cause to be delivered, on or prior to such date, each of the certificates, comfort letters, opinions and other documents required to be delivered on a Representation Date pursuant to Sections 7(m) through 7(p) of the Sales Agreement (including updated opinions from Company Counsels as designated pursuant to this Amendment), and no sales of Placement Shares shall be made following the Effective Date unless and until such deliverables have been delivered or waived by the Sales Agent in accordance with the Sales Agreement.
5. Reimbursement of Expenses. In connection with this Amendment and the related program refresh, the Company shall reimburse the Sales Agent for its legal expenses in an aggregate amount of $25,000, of which $15,000 shall be due and payable upon the execution of this Amendment and $10,000 shall be due and payable upon the Company’s delivery of the first Placement Notice following the execution of this Amendment. For the avoidance of doubt, such amount is not a sales commission, placement fee, discount or other transaction-based compensation payable in respect of any sale of Placement Shares, and shall be separate from, and in addition to, any discount, commission or other compensation payable to the Sales Agent pursuant to Section 2 and Schedule 3 of the Sales Agreement.
6. SEC Filings; Compliance with Original Issuance Procedures. The Company shall make all filings with the Commission required by the Securities Act, the Exchange Act and the rules and regulations of the Commission in connection with this Amendment, the increase in the aggregate offering amount under the Sales Agreement, and any offer or sale of Placement Shares pursuant to the Sales Agreement, including, to the extent required, the filing of a prospectus supplement, current report on Form 6-K, amendment to the Registration Statement or other filing. Any issuance or sale of Placement Shares following the execution of this Amendment shall be made only in accordance with the procedures, limitations, conditions and requirements set forth in the Sales Agreement.
7. No Other Amendments. Except as expressly amended by this Amendment, all terms, conditions, covenants, representations, warranties and other provisions of the Sales Agreement shall remain unchanged and in full force and effect, including, without limitation, Schedule 3 thereto.
8. References to the Sales Agreement. From and after the date hereof, each reference in the Sales Agreement to “this Agreement,” “hereof,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Sales Agreement as amended by this Amendment.
9. Entire Agreement. The Sales Agreement, as amended by this Amendment, constitutes the sole and entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof.
10. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the principles of conflicts of laws.
11. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by electronic mail or other electronic transmission (including pdf or 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) shall be effective as delivery of an original executed counterpart.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
| LI BANG INTERNATIONAL CORPORATION INC. | ||
| By: | /s/ Feng Huang | |
| Name: | Feng Huang | |
| Title: | Chairman of the Board | |
| AC SUNSHINE SECURITIES LLC | ||
| By: | /s/ Ying Cui | |
| Name: | Ying Cui | |
| Title: | President and CEO | |
[Signature Page to Amendment No. 1 to Sales Agreement]
| 4 |
Exhibit 5.1
Li Bang International Corporation Inc.
Ascentium (Cayman) Limited 4th Floor, Harbour Place 103 South ChurchStreet P.O. Box 10240 Grand Cayman KY1-1002 |
Email dbulley@applebyglobal.com
Tel +852 2523 8123
Appleby Ref 475447.0001
|
| Cayman Islands | 12 June 2026 |
Suites 3504B-06 35/F, Two Taikoo Place 979 King’s Road Quarry Bay Hong Kong
Tel +852 2523 8123
applebyglobal.com
Managing Partner David Bulley
Partners Fiona Chan Kitty Chan Vincent Chan Chris Cheng Richard Grasby Judy Lee Michael Makridakis John McCarroll SC Lorinda Peasland Eliot Simpson |
Li Bang International Corporation Inc. (Company)
INTRODUCTION
This opinion as to Cayman Islands law is addressed to you in connection with the Company’s filing of prospectus supplement to the registration statement on Form F-3 (File No.: 333-291772) (Registration Statement), filed with the United States Securities and Exchange Commission (Commission) under the United States Securities Act of 1933, as amended (Securities Act) relating to an at-the market offering by the Company of Class A ordinary shares with par value of US$0.00001 each of the Company with an aggregate offering price of up to US$60,000,000 (ATM Shares).
OUR REVIEW
For the purposes of giving this opinion we have examined and relied (without further verification) upon the documents listed in Schedule 1 (Documents). We have not examined any other documents, even if they are referred to in the Documents.
We have not made any other enquiries concerning the Company and in particular we have not investigated or verified any matter of fact or opinion (whether set out in the Documents or elsewhere) other than as expressly stated in this opinion. Furthermore, we have made no independent investigation of any laws other than the laws of the Cayman Islands.
LIMITATIONS
Our opinion is limited to, and should be construed in accordance with, the laws of the Cayman Islands at the date of this opinion. We express no opinion on the laws of any other jurisdiction. |
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This opinion is limited to the matters stated in it and does not extend, and is not to be extended by implication, to any other matters. We express no opinion on the commercial implications of the Documents or whether they give effect to the commercial intentions of the parties. Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.
This opinion is given solely for the benefit of the Company in connection with the matters referred to herein and may be relied upon only by the Company, the Company’s legal advisers in that capacity and purchasers of the ATM Shares pursuant to the Registration Statement. Except with our prior written consent, this opinion may not be used or relied upon by any other person. This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering of the ATM Shares by the Company and is not to be relied upon in respect of any other matter.
This opinion may be used only in connection with the offer and sale of the ATM Shares while the Registration Statement is effective.
ASSUMPTIONS AND RESERVATIONS
We give the following opinions on the basis of the assumptions set out in Schedule 2 (Assumptions), which we have not verified, and subject to the reservations set out in Schedule 3 (Reservations).
OPINIONS
| 1. | Incorporation and Status: The Company is an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands and is a separate legal entity. |
| 2. | Issue of ATM Shares: The ATM Shares to be issued by the Company pursuant to the Registration Statement and the ATM Agreement (as defined in Schedule 1), when issued by the Company, subject to payment of the consideration therefor under the terms of the ATM Agreement, in accordance with the terms set out in the Registration Statement, the ATM Agreement and the Constitutional Documents, such ATM Shares will be validly issued, fully paid and non-assessable (meaning that no further sums are payable to the Company on such shares). |
| 3. | Authorisation: The Company has taken all necessary corporate action to authorise the execution and delivery of the ATM Agreement and the performance of the Company’s obligations under them. |
Yours faithfully
/s/ Appleby
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Schedule 1
Part 1
Document
| 1. | A copy of a sales agreement dated 13 February 2026 between the Company and AC Sunshine Securities LLC (Agent) as amended by an amendment no. 1 to the sales agreement dated 11 June 2026, under which the Company may offer and sell, from time to time at its sole discretion, Class A ordinary shares with par value of US$0.00001 each of the Company, having an aggregate offering price of up to US$60,000,000 through or to the Agent, as the sales agent or principal (ATM Agreement). |
Part 2
Other Documents Examined
| 1. | A copy of the certificate of incorporation of the Company dated 16 July 2021 issued by the Registrar of Companies (Certificate of Incorporation). |
| 2. | A copy of the amended and restated memorandum of association and articles of association of the Company adopted by special resolution passed on 30 April 2026 (Constitutional Documents). |
| 3. | A PDF copy of the written resolutions of the board of directors of the Company dated 29 May 2026 regarding approval of the ATM Agreement and at the market offering (Resolutions). |
| 4. | A copy of the latest draft of the Registration Statement. |
| 5. | A copy of the Register of Directors and Officers of the Company provided to us on 7 April 2026 (Register of Directors and Officers). |
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Schedule 2
Assumptions
We have assumed:
| 1. | (i) that the originals of all documents examined in connection with this opinion are authentic, accurate and complete; and (ii) the authenticity, accuracy, completeness and conformity to original documents of all documents submitted to us as copies; |
| 2. | that the signatures, initials and seals on all documents and certificates submitted to us as originals or copies of executed originals are authentic, and the signatures and initials on any Document executed by the Company are the signatures and initials of a person or persons authorised by the Company under the Resolutions to execute such Document; |
| 3. | that where incomplete documents, drafts or signature pages only have been supplied to us for the purposes of issuing this opinion, the original documents have been duly completed and correspond in all material respects with the last version of the relevant documents examined by us prior to giving our opinion; |
| 4. | that the Registration Statement does not differ in any material respects from any draft of the same which we have examined and upon which this opinion is based; |
| 5. | that each of the parties to the ATM Agreement (other than the Company under Cayman Islands law) is incorporated, organised or registered (as the case may be) and in good standing (where such concept is legally relevant) under the laws which govern its capacity and has the capacity, power and authority, has fulfilled all internal authorisation procedures and completed all applicable filings and formalities, and has obtained all authorisations, approvals, consents, licences and exemptions required under the laws of any relevant jurisdiction to execute, deliver and perform its respective obligations under the ATM Agreement and the transactions contemplated thereby and has taken all necessary corporate and other action required and completed all applicable formalities required to authorise the execution of the ATM Agreement and the performance of its obligations under them; |
| 6. | the due execution and delivery of the ATM Agreement by each of the parties thereto (other than execution by the Company under Cayman Islands law); |
| 7. | that the ATM Agreement constitutes, or, when executed, will constitute, legal, valid, binding and enforceable obligations of all parties thereto (save for the Company under Cayman Islands law) in accordance with their governing law; |
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| 8. | that any choice of laws as the governing law in the ATM Agreement has been made in good faith and is valid and binding under the laws of all relevant jurisdictions (other than the Cayman Islands); |
| 9. | that, insofar as any obligation under the ATM Agreement is to be performed by any of the parties thereto in any jurisdiction outside of the Cayman Islands, its performance will be legal and effective in accordance with the law of any jurisdiction to which it is subject or in which it is constituted and established; |
| 10. | that no party to the ATM Agreement by having entered into and performing the transactions contemplated by the ATM Agreement will be in breach of any other agreement, deed, trust deed or licence to which it is a party or by which it is bound; |
| 11. | the truth, accuracy and completeness of all representations and warranties or statements of fact or law (other than as to the laws of the Cayman Islands in respect of matters upon which we have expressly opined) made in the ATM Agreement; |
| 12. | the Register of Directors and Officers accurately reflects the names of all directors and officers of the Company as at the dates the Resolutions were passed or adopted, the date the ATM Agreement was executed and as at the date of this opinion; |
| 13. | that no monies paid to or for the account of any party under the ATM Agreement or any property received or disposed of by any party to the ATM Agreement in each case in connection with the ATM Agreement or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively); |
| 14. | no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the ATM Shares; |
| 15. | the Company will receive money or money’s worth in consideration for the issue of the ATM Shares; |
| 16. | that the Registration Statement has been, or will be, declared effective by the Commission prior to the issuance of the ATM Shares. |
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SCHEDULE 3
Reservations
Our opinion is subject to the following:
| 1. | Title: Legal title to the ATM Shares is determined (in the absence of fraud, manifest error or other extraordinary circumstances) by reference to the register of members maintained by the Company (usually but not always at its registered office); however, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3, there are no circumstances or matters of fact known to us on the date of this opinion which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Company’s ATM Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court. |
| 2. | Non-Assessable: In this opinion the phrase “non-assessable” means, with respect to the issuance of any shares, that a shareholder shall not, in respect of the relevant shares and in the absence of any contractual arrangements, or any obligations pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil). |
| 3. | Corporate Documents: The Registry of Companies in the Cayman Islands is not public in the sense that copies of the Company’s Constitutional Documents and information on members (shareholders) is not publicly available and information on directors is limited. We have therefore obtained copies of the corporate documents specified in Schedule 1 and relied exclusively on such copies for the verification of such corporate information. |
| 4. | Issue of Shares: Based on the decision in the English case of Houldsworth v City of Glasgow Bank (1880) 5 App Cas 317 HL, in the event of a misrepresentation by a Company on which a shareholder relied in agreeing to subscribe for shares in such Company, the shareholder may be entitled to rescind the share subscription agreement and thereafter claim damages against such Company for any additional loss suffered as a result of the misrepresentation. Such a claim for damages will not arise unless and until the shareholder has successfully rescinded the share subscription agreement. A shareholder may be barred from rescinding on the grounds of delay or affirmation and if such Company is wound up (whether voluntarily or compulsorily), such shareholder will lose the right to rescind the share subscription agreement. |
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