MSS 8-K
Maison Solutions Inc. (MSS)
8-K
2026-07-28
For: 2026-07-28
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Added on
July 28, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On July 22, 2026, Maison Solutions Inc., a Delaware corporation (the “Company”), and AZLL LLC, a wholly owned subsidiary of the Company (“AZLL”), entered into a Formation, Subscription and Software Contribution Agreement (the “Formation Agreement”) with Hangzhou Shengxianbao Technology Co., Ltd. (“SXB”) and Yiwu Yanghan E-Commerce Firm (“Yiwu Yanghan,” and together with SXB, the “Cash Subscribers”). The Formation Agreement provides for the formation of a new private company limited by shares to be incorporated in Hong Kong under the proposed name “Maison AI Limited” (the “New Company”) to develop and commercialize artificial-intelligence software for grocery retail and supply-chain applications.
At the closing contemplated by the Formation Agreement (the “Closing”), the New Company will issue an aggregate of 222 ordinary shares, AZLL will subscribe for 200 ordinary shares,approximately 90.09% in consideration for the software contribution described below, and each of SXB and Yiwu Yanghan will subscribe for 11 ordinary shares,approximately 4.96%, for cash consideration of US$110,000 each,US$220,000 in the aggregate.
At Closing, the Company will contribute to the New Company, for the account and benefit of AZLL, its Drem merchandise-display system and WSYQR supply-chain system (together, the “Software”), at an agreed value of US$2,000,000. The Company and its subsidiaries will retain a perpetual, non-exclusive, royalty-free license to use the Software for their internal business purposes.
The cash subscriptions are payable in six monthly installments, beginning on or about September 1, 2026.
The Closing is subject to customary conditions, including incorporation of the New Company, receipt by each party of the approvals, consents and waivers required on its part (including any release of liens on the Software), and execution at Closing of an agreed form of shareholders agreement (the “Shareholders Agreement”). The Formation Agreement may be terminated if the Closing has not occurred by March 31, 2027. The Shareholders Agreement has not been executed and will not become effective unless and until executed by the Company and all shareholders at Closing.
Following the Closing, AZLL will control the New Company as the holder of approximately 90.09% of its issued shares. The Formation Agreement is governed by the laws of Hong Kong.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Formation Agreement and the agreed form of Shareholders Agreement, filed as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Formation, Subscription and Software Contribution Agreement, dated as of July 22, 2026, by and among Maison Solutions Inc., AZLL LLC, Hangzhou Shengxianbao Technology Co., Ltd. and Yiwu Yanghan E-Commerce Firm | |
| 10.2 | Agreed Form of Shareholders Agreement relating to Maison AI Limited | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MAISON SOLUTIONS INC. | ||
| Date: July 28, 2026 | ||
| By: | /s/ John Xu | |
| Name: | John Xu | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
FORMATION, SUBSCRIPTION AND SOFTWARE
CONTRIBUTION
AGREEMENT
Maison AI Hong Kong Company
Dated as of July 22, 2026
Page 1
PARTIES
| 1. | MAISON SOLUTIONS INC., a Delaware corporation, with its principal office at 127 N Garfield Ave, Monterey Park, CA 91754 (“MSS”). |
| 2. | AZLL LLC, a corporation and a wholly owned subsidiary of MSS, with its principal office at 8 W. Grant Rd., Tucson, Arizona 85705 (“AZLL”). |
| 3. | HANGZHOU SHENGXIANBAO TECHNOLOGY CO., LTD. (Chinese legal name: 杭州升鲜宝科技有限公司), a limited liability company established under the laws of the People’s Republic of China, with Unified Social Credit Code 91330108MA2GL8UB25 and its registered address at Room 37746, 3rd Floor, No. 1040 Yueming Road, Changhe Subdistrict, Binjiang District, Hangzhou, Zhejiang Province, People’s Republic of China (“SXB”). |
| 4. | YIWU YANGHAN E-COMMERCE FIRM (Chinese legal name: 义乌市漾晗电子商务商行（个体工商户）), an individual industrial and commercial household established under the laws of the People’s Republic of China, with Unified Social Credit Code 92330782MAK9LQD77W and its registered business address at Room 301, No. 3, Building 131, Xinglong Community, Futian Subdistrict, Yiwu, Jinhua, Zhejiang Province, People’s Republic of China (“Yiwu Yanghan”). |
RECITALS
| (A) | The parties wish to establish a private company limited by shares in Hong Kong under the proposed name “Maison AI Limited”, or such other name approved by the Hong Kong Companies Registry and agreed by the parties (the “Company”). |
| (B) | MSS owns or controls the software assets described in Schedule 2, comprising the Drem merchandise-display planning and management system and the WSYQR supply-chain and business-operation system, which are intended to be commercialized and further developed through the Company. |
| (C) | MSS will cause the Software to be contributed for the benefit of AZLL, and AZLL will subscribe for 200 Shares in the Company. SXB and Yiwu Yanghan will each subscribe for 11 Shares for cash consideration of US$110,000. |
| (D) | The agreed value assigned to the Software for purposes of allocating the initial equity interests is US$2,000,000. This agreed value is not intended to establish the carrying amount or tax basis of the Software. |
IT IS AGREED as follows:
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | “Articles” means the articles of association of the Company in the form approved by AZLL, containing provisions consistent in all material respects with this Agreement and the Agreed Form Shareholders Agreement. |
| 1.2 | “Business Day” means a day other than a Saturday, Sunday or public holiday on which banks are open for general business in Hong Kong. |
| 1.3 | “Closing” means completion of the transactions described in Clause 7. |
| 1.4 | “Closing Date” means the date agreed in writing by the parties after the Company has been incorporated and the conditions in Clause 6 have been satisfied or waived. |
| 1.5 | “Company” means the Hong Kong private company limited by shares to be incorporated under the proposed name Maison AI Limited or another approved name. |
| 1.6 | “Shares” means ordinary shares of the Company carrying one vote per Share and equal rights to dividends and distributions. |
| 1.7 | “Software” means the software assets and related intellectual property described in Schedule 2. |
| 1.8 | “Agreed Form Shareholders Agreement” means the agreed form of shareholders agreement identified in Schedule 4 and delivered with this Agreement, as may be amended only in accordance with this Agreement. “Shareholders Agreement” means that agreed form once executed by the Company and all proposed Shareholders at Closing. |
| 1.9 | Headings are for convenience only. References to a person include a company, partnership, firm or other legal entity. “Including” means including without limitation. A reference to US$ is to United States dollars. |
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| 2. | FORMATION OF THE COMPANY |
| 2.1 | AZLL shall coordinate the incorporation of the Company in Hong Kong as a private company limited by shares as soon as reasonably practicable after this Agreement is signed. |
| 2.2 | The proposed company name is Maison AI Limited. If that name is unavailable, AZLL may select another name after consulting SXB and Yiwu Yanghan. |
| 2.3 | The Company’s principal business shall be the development, commercialization, licensing and operation of artificial-intelligence-enabled software for grocery retail, supply-chain management, ERP, inventory, merchandising, procurement, workflow automation, data analytics, AI agents and related professional services. |
| 2.4 | Before incorporation, no party may bind or purport to bind the Company except with the prior written approval of AZLL. Each party is responsible for its own pre-incorporation commitments unless expressly agreed otherwise in writing. |
| 2.5 | Promptly after incorporation, the Company shall take all necessary corporate actions to approve the transactions contemplated by this Agreement and shall execute a deed of adoption or adherence under which it agrees to perform the obligations expressly assigned to the Company under this Agreement. The Company shall also execute the Shareholders Agreement at Closing. |
| 3. | INITIAL CAPITALIZATION AND SUBSCRIPTIONS |
| 3.1 | At Closing, the Company shall allot and issue an aggregate of 222 Shares as set out in Schedule 1. |
| 3.2 | AZLL shall subscribe for 200 Shares in consideration of the Software contribution described in Clause 4. |
| 3.3 | SXB shall subscribe for 11 Shares for total cash consideration of US$110,000, payable in accordance with Schedule 3. |
| 3.4 | Yiwu Yanghan shall subscribe for 11 Shares for total cash consideration of US$110,000, payable in accordance with Schedule 3. |
| 3.5 | Each Share carries one vote. The initial voting percentages shall therefore be: AZLL 90.0901%, SXB 4.9550%, and Yiwu Yanghan 4.9550%. |
| 3.6 | The agreed contribution values are used solely to determine the initial equity allocation and do not establish any carrying value, fair value conclusion, tax basis or accounting treatment under U.S. GAAP, Hong Kong accounting standards or any tax law. |
| 4. | SOFTWARE CONTRIBUTION |
| 4.1 | At Closing, MSS shall transfer, or cause to be transferred, the Software to the Company for the account and benefit of AZLL. The parties agree that, as among MSS and AZLL, the transfer shall be treated as a contribution by MSS to AZLL followed by a contribution by AZLL to the Company, without requiring an intermediate physical transfer if counsel determines that a direct transfer is more efficient. |
| 4.2 | The Software contribution is agreed at US$2,000,000 solely for the equity allocation in Clause 3. |
| 4.3 | The Software includes only the assets expressly identified in Schedule 2. Customer, supplier, employee, financial and store-operating data are excluded unless separately approved in writing and transferred in compliance with applicable law. |
| 4.4 | MSS and its subsidiaries shall retain a perpetual, worldwide, non-exclusive, irrevocable, royalty-free right to use, host, operate, maintain, modify and integrate the Software for their internal business purposes, including through service providers acting on their behalf. MSS may not sell or sublicense the Software to unrelated third parties except with the Company’s written consent. |
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| 4.5 | MSS shall deliver or make available such source code, object code, technical documentation and access credentials as are reasonably necessary for the Company to operate and maintain the Software, subject to reasonable security procedures. |
| 4.6 | MSS represents that, to its knowledge, it owns or controls the rights necessary to make the contribution, has not granted any undisclosed exclusive right that would prevent the Company from using the Software, and has not received written notice of a material infringement claim that remains unresolved. |
| 4.7 | Any lien, security interest or consent requirement affecting the Software must be disclosed to the parties before Closing. Closing may be conditioned on obtaining any release or consent reasonably required by AZLL or the Company’s Hong Kong counsel. |
| 5. | CASH SUBSCRIPTIONS AND PAYMENT |
| 5.1 | SXB and Yiwu Yanghan shall each pay US$110,000 in six monthly installments as shown in Schedule 3. Payment shall be made by wire transfer to the Company’s designated bank account. |
| 5.2 | The first installment is due on the later of September 1, 2026 and the fifth Business Day after the Company has been incorporated and notified the subscriber that its bank account is open and able to receive funds. Each subsequent installment is due one month after the preceding installment due date. |
| 5.3 | Each cash subscriber shall receive all 11 Shares at Closing. Until its subscription price is fully paid, those Shares are partly paid shares and remain subject to the Articles, this Agreement and the Shareholders Agreement. The Articles shall contain the calls, suspension, forfeiture and other provisions reasonably required to implement this Clause under Hong Kong law. |
| 5.4 | A subscriber may prepay any installment without penalty. |
| 5.5 | If a subscriber fails to pay an installment when due, the Company shall give written notice and a ten-Business-Day cure period. After that period, the Company may suspend voting and distribution rights attaching to the unpaid portion and may exercise any call, forfeiture, cancellation or transfer remedy permitted by the Articles and Hong Kong law. Any remedy shall be proportionate to the unpaid amount and implemented on advice of Hong Kong counsel. |
| 5.6 | No party has provided or promised any guarantee of return, reimbursement, side payment, mandatory repurchase or protection from investment loss, except as expressly stated in the transaction documents. |
| 6. | CONDITIONS TO CLOSING |
| 6.1 | The Company has been duly incorporated in Hong Kong and has adopted Articles consistent in all material respects with this Agreement and the Agreed Form Shareholders Agreement; |
| 6.2 | The Company has opened a bank account capable of receiving the cash subscriptions; |
| 6.3 | MSS, AZLL, SXB and Yiwu Yanghan have each obtained all corporate, owner, governmental, contractual and other approvals, consents and waivers required on its part for the transaction; |
| 6.4 | The Company has taken all necessary corporate actions to approve the transactions contemplated by this Agreement and to authorize execution of the deed of adoption or adherence and the Shareholders Agreement; |
| 6.5 | The Company has executed the deed of adoption or adherence in a form reasonably satisfactory to AZLL; |
| 6.6 | MSS, AZLL, SXB, Yiwu Yanghan and the Company are ready, willing and able to execute the Shareholders Agreement in the Agreed Form at Closing; |
| 6.7 | Any consent, waiver or release required in connection with the Software contribution, including any lien release or collateral release relating to the Software, has been obtained; |
| 6.8 | SXB and Yiwu Yanghan have each provided reasonable evidence of authority, source of funds and ability to remit the subscription amount, and have completed any required outbound-investment, foreign-exchange or similar approvals; and |
| 6.9 | The first cash installment from each cash subscriber is received immediately before, or is irrevocably in transit for receipt simultaneously with, Closing. |
| 6.10 | AZLL may waive a condition that is solely for its benefit. No waiver excuses a party from performing its subscription obligation unless expressly stated in writing. |
Page 4
| 7. | CLOSING |
| 7.1 | Closing shall take place electronically on the Closing Date. |
| 7.2 | At Closing, the following actions shall occur in the order stated or, where practicable, simultaneously: (a) the Company shall complete all necessary corporate actions for the Closing; (b) the Company shall execute the deed of adoption or adherence; (c) each party and the Company shall execute the Shareholders Agreement in the Agreed Form; (d) each cash subscriber shall pay its first installment; (e) the Software contribution shall become effective; (f) the Company shall allot and issue the Shares in Schedule 1; and (g) the Company shall update its register of members and issue share certificates or electronic evidence of title. |
| 7.3 | The Closing actions are interdependent. If a material Closing action is not completed, AZLL may defer Closing or treat the Closing as not having occurred, without prejudice to accrued rights. |
| 7.4 | No party shall refuse or delay execution of the Shareholders Agreement at Closing on the basis of a matter already addressed in the Agreed Form Shareholders Agreement. Changes may be made only if required by applicable law, the Hong Kong Companies Registry or Hong Kong counsel, or if they are administrative corrections or are agreed in writing by MSS, AZLL, SXB and Yiwu Yanghan. |
| 8. | SHAREHOLDER CONTROL |
| 8.1 | Each Share carries one vote, and all voting power shall be exercised strictly in proportion to the number of Shares held. |
| 8.2 | Except where a higher threshold is mandatorily required by applicable law, the Articles or an express provision of the Shareholders Agreement, all Shareholder decisions shall be approved by Shareholders holding more than 50% of the issued Shares. |
| 8.3 | As the holder of a majority of the issued Shares, AZLL shall control the Company and shall have the right to determine the Company’s strategic direction, financing, operations and other matters submitted to Shareholders, subject to applicable law. |
| 8.4 | Neither SXB nor Yiwu Yanghan shall have any separate consent, veto or approval right except as expressly required by mandatory law or expressly provided in the Shareholders Agreement. |
| 9. | REPRESENTATIONS |
| 9.1 | Each party represents that it is duly organized and validly existing under the laws of its jurisdiction, has authority to enter into and perform this Agreement, has obtained the approvals required on its part, and that this Agreement is binding on it, subject to insolvency and similar laws. |
| 9.2 | Each cash subscriber represents that the subscription funds are from lawful sources, are beneficially owned or controlled by it, and will not be funded, reimbursed or guaranteed by MSS, AZLL, the Company or any undisclosed nominee arrangement. |
| 9.3 | No representation is made regarding the future profitability, market value or commercial success of the Company or the Software. |
| 10. | COSTS, TAXES AND REGULATORY MATTERS |
| 10.1 | Each party shall bear its own legal, accounting and advisory costs. Reasonable incorporation and filing costs of the Company may be paid by AZLL and reimbursed by the Company after Closing. |
| 10.2 | Each party is responsible for its own tax, outbound-investment, foreign-exchange, beneficial-ownership, sanctions and regulatory compliance. No delay in obtaining a subscriber’s approvals reduces its subscription obligation unless AZLL agrees otherwise in writing. |
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| 11. | CONFIDENTIALITY AND ANNOUNCEMENTS |
| 11.1 | Each party shall keep confidential the terms of this Agreement and non-public information received in connection with the transaction, except disclosure to its professional advisers, auditors, regulators, financing sources or as required by law. |
| 11.2 | MSS may make disclosures required by U.S. securities laws, Nasdaq rules, audit requirements or internal-control procedures. Where practicable, MSS shall consult the other parties before identifying them in a public announcement. |
| 12. | TERMINATION |
| 12.1 | This Agreement may be terminated before Closing by written agreement of all parties or by AZLL if Closing has not occurred by March 31, 2027, unless the delay is primarily caused by AZLL or MSS. |
| 12.2 | Termination does not affect accrued rights, confidentiality obligations or liability for prior breach. |
| 13. | GENERAL |
| 13.1 | This Agreement, its schedules, including the Agreed Form Shareholders Agreement, constitute the entire agreement regarding the formation and initial capitalization of the Company and supersede prior discussions on that subject. |
| 13.2 | An amendment must be in writing and signed by MSS, AZLL, SXB and Yiwu Yanghan. |
| 13.3 | No party may assign its rights before Closing without AZLL’s written consent, except MSS may assign to a wholly owned subsidiary while remaining responsible for performance. |
| 13.4 | Notices shall be sent by email and courier to the addresses set out in Schedule 5. Email notice is effective when no delivery failure notice is received, provided a copy is sent by courier within two Business Days. |
| 13.5 | This Agreement may be signed in counterparts and by electronic signature. |
| 13.6 | If a provision is invalid, it shall be modified to the minimum extent necessary and the remainder shall continue in effect. |
| 14. | GOVERNING LAW AND DISPUTE RESOLUTION |
| 14.1 | This Agreement and any non-contractual obligations arising from it are governed by Hong Kong law. |
| 14.2 | Any dispute not resolved by good-faith negotiation within 20 Business Days shall be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under its administered arbitration rules. The seat is Hong Kong, the tribunal shall consist of one arbitrator, and the language shall be English. A party may seek interim relief from a court of competent jurisdiction. |
[Signature Page Follows]
Page 6
SIGNATURES
The parties have executed this Agreement as of the date first written above.
| MAISON SOLUTIONS INC. | ||
| By: | /s/ John Xu | |
| Name: | John Xu | |
| Title: | CEO | |
| AZLL LLC | ||
| By: | /s/ John Xu | |
| Name: | John Xu | |
| Title: | CEO | |
| HANGZHOU SHENGXIANBAO TECHNOLOGY CO., LTD. | ||
| By: | /s/ Lu Chun Xiang | |
| Name: | Lu Chun Xiang | |
| Title: | Manager | |
| YIWU YANGHAN E-COMMERCE FIRM | ||
| By: | /s/ Zhang Jing Hong | |
| Name: | Zhang Jing Hong | |
| Title: | General Manager | |
Page 7
SCHEDULE 1 - INITIAL CAPITALIZATION
| Subscriber | Contribution | Agreed Value / Price | Shares | Percentage | ||||||||||
| AZLL | Software described in Schedule 2 | US$ | 2,000,000 | 200 | 90.0901 | % | ||||||||
| Hangzhou Shengxianbao Technology Co., Ltd. | Cash | US$ | 110,000 | 11 | 4.9550 | % | ||||||||
| Yiwu Yanghan E-Commerce Firm | Cash | US$ | 110,000 | 11 | 4.9550 | % | ||||||||
| Total | US$ | 2,220,000 | 222 | 100.0000 | % | |||||||||
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SCHEDULE 2 - SOFTWARE
1. Drem System. The merchandise-display planning and management system acquired from Drem Pte. Ltd. on or about October 30, 2023, including associated source code, object code, algorithms, workflows, technical documentation, architecture materials, copyrights, trade secrets and transferable technical materials owned or controlled by MSS as of Closing.
2. WSYQR System. The supply-chain and business-operation system acquired from WSYQR on or about November 22, 2023, including associated source code, object code, algorithms, workflows, technical documentation, architecture materials, copyrights, trade secrets and transferable technical materials owned or controlled by MSS as of Closing.
3. Integrated Platform. The foregoing systems as integrated, configured or enhanced by MSS before Closing, to the extent MSS owns or controls the relevant rights.
Excluded assets. MSS trademarks, cash, receivables, customer and supplier contracts, personal data, store data, employee data, hardware, and third-party licenses that are not transferable without consent are excluded unless specifically identified in a written Closing inventory.
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SCHEDULE 3 - CASH INSTALLMENT SCHEDULE
| Installment | Due Date | SXB Payment | Yiwu Yanghan Payment | |||||||
| 1 | Later of September 1, 2026 and the date specified in Clause 5.2 | US$ | 18,333.33 | US$ | 18,333.33 | |||||
| 2 | One month after Installment 1 due date | US$ | 18,333.33 | US$ | 18,333.33 | |||||
| 3 | One month after Installment 2 due date | US$ | 18,333.33 | US$ | 18,333.33 | |||||
| 4 | One month after Installment 3 due date | US$ | 18,333.33 | US$ | 18,333.33 | |||||
| 5 | One month after Installment 4 due date | US$ | 18,333.33 | US$ | 18,333.33 | |||||
| 6 | One month after Installment 5 due date | US$ | 18,333.35 | US$ | 18,333.35 | |||||
| Total | US$ | 110,000.00 | US$ | 110,000.00 | ||||||
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SCHEDULE 4 - AGREED FORM SHAREHOLDERS AGREEMENT
The Agreed Form Shareholders Agreement delivered together with this Agreement is attached to and forms part of this Agreement. It is provided as a separate document for execution convenience and shall not become effective until executed in accordance with its terms at Closing.
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Exhibit 10.2
AGREED FORM
SHAREHOLDERS AGREEMENT
Maison AI Hong Kong Company
Dated [●]
ATTACHED AS THE AGREED FORM TO THE FORMATION, SUBSCRIPTION AND SOFTWARE CONTRIBUTION AGREEMENT
Page 1
PARTIES
| 1. | AZLL LLC, a corporation with its principal office at 8 W. Grant Rd., Tucson, Arizona 85705 (“AZLL”). |
| 2. | HANGZHOU SHENGXIANBAO TECHNOLOGY CO., LTD. (Chinese legal name: 杭州升鲜宝科技有限公司), a limited liability company established under the laws of the People’s Republic of China, with Unified Social Credit Code 91330108MA2GL8UB25 and its registered address at Room 37746, 3rd Floor, No. 1040 Yueming Road, Changhe Subdistrict, Binjiang District, Hangzhou, Zhejiang Province, People’s Republic of China (“SXB”). |
| 3. | YIWU YANGHAN E-COMMERCE FIRM (Chinese legal name: 义乌市漾晗电子商务商行（个体工商户）), an individual industrial and commercial household established under the laws of the People’s Republic of China, with Unified Social Credit Code 92330782MAK9LQD77W and its registered business address at Room 301, No. 3, Building 131, Xinglong Community, Futian Subdistrict, Yiwu, Jinhua, Zhejiang Province, People’s Republic of China (“Yiwu Yanghan”). |
| 4. | MAISON AI LIMITED, a private company limited by shares incorporated in Hong Kong, or the company incorporated under another approved name pursuant to the Formation Agreement (the “Company”). |
AZLL, SXB and Yiwu Yanghan are referred to collectively as the “Shareholders” and individually as a “Shareholder.”
The Shareholders and the Company are referred to collectively as the “Parties” and individually as a “Party”.
STATUS OF THIS DOCUMENT: This document is an agreed form attached to the Formation, Subscription and Software Contribution Agreement. It is not effective and is not to be signed before incorporation of the Company. It shall become effective only as provided in Clause 14.1 after execution by the Company and all Shareholders and completion of the initial allotment and issuance of Shares.
RECITALS
| (A) | AZLL, SXB and Yiwu Yanghan have agreed to subscribe for Shares under the Formation, Subscription and Software Contribution Agreement dated [●] 2026 (the “Formation Agreement”). |
| (B) | The Shareholders and the Company wish to regulate the ownership, management and transfer of Shares in the Company. |
| (C) | This Agreement was agreed in form before incorporation of the Company and is being executed at Closing in accordance with the Formation Agreement. |
IT IS AGREED as follows:
| 1. | DEFINITIONS AND PRIORITY |
| 1.1 | Capitalized terms not defined here have the meanings given in the Formation Agreement. “Affiliate” means a person that directly or indirectly controls, is controlled by, or is under common control with another person. “Related Party” means, in relation to a person, any Affiliate of that person and any director, officer, employee, shareholder, member, partner, trustee, beneficiary, immediate family member or other person acting in concert with, or for the benefit of, that person. |
| 1.2 | If this Agreement conflicts with the Articles, the Shareholders shall exercise their rights to amend the Articles so far as legally permissible. The Articles govern the Company as a matter of corporate law until amended. |
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| 2. | BUSINESS AND MANAGEMENT |
| 2.1 | The Company shall carry on the business described in the Formation Agreement and any related business approved by Shareholders holding more than 50% of the issued Shares. |
| 2.2 | The Company shall be managed in accordance with the Articles and applicable law, subject to the ultimate control of Shareholders through the exercise of voting rights in proportion to their shareholdings. |
| 2.3 | As the holder of a majority of the issued Shares, AZLL shall retain control of the Company for operational, strategic and financial-reporting purposes. |
| 3. | SHAREHOLDER VOTING AND CONTROL |
| 3.1 | Each Share carries one vote. A Shareholder’s voting power shall be strictly proportionate to the number of Shares held by that Shareholder. |
| 3.2 | Except where a higher threshold is mandatorily required by applicable law or expressly stated in this Agreement, all Shareholder decisions shall be approved by Shareholders holding more than 50% of the issued Shares. |
| 3.3 | AZLL, as the majority Shareholder, may exercise control over all matters submitted to Shareholders and may determine the Company’s strategic direction, financing, operations, technology, products, contracts, banking and other business matters, subject to applicable law. |
| 3.4 | Neither SXB nor Yiwu Yanghan shall have any separate consent, veto, nomination or approval right by reason only of its status as a minority Shareholder. |
| 3.5 | Nothing in this Agreement shall be interpreted to grant any Shareholder voting rights disproportionate to its shareholding. |
| 4. | NO MINORITY VETO RIGHTS |
| 4.1 | Except where a higher voting threshold is mandatorily required by applicable law, the Company may take any action approved by Shareholders holding more than 50% of the issued Shares. |
| 4.1.1 | No matter shall require the separate approval of SXB or Yiwu Yanghan, and neither shall have any contractual veto right over any action of the Company or AZLL. |
| 4.1.2 | Any protection that cannot lawfully be waived shall apply only to the minimum extent required by applicable law. |
| 4.1.3 | No Shareholder shall be required to contribute additional capital or provide a guarantee unless that Shareholder separately agrees in writing. |
| 4.1.4 | Transactions involving MSS, AZLL or any Affiliate may be approved in the same manner as other Company matters, subject to applicable law and any non-waivable duties. |
| 4.1.5 | A sale of all or substantially all of the Company’s business, assets or Software may be approved by Shareholders holding more than 50% of the issued Shares or completed in connection with a transaction under Clause 9. |
| 4.1.6 | A voluntary winding up, solvent reorganization or similar transaction may be approved by the voting threshold required under applicable law. |
| 4.2 | The Parties acknowledge that AZLL’s majority shareholding is intended to confer effective control and that the minority Shareholders have only the economic and other rights expressly set out in this Agreement or required by mandatory law. |
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| 5. | INFORMATION AND REPORTING |
| 5.1 | The Company shall maintain proper books and records and provide each Shareholder with annual financial statements within a reasonable period after each financial year end. |
| 5.2 | The Company shall provide MSS and AZLL with all monthly, quarterly and annual information reasonably required for consolidation, audit, SEC reporting, internal control and tax compliance, within the timelines specified by AZLL. |
| 5.3 | A Shareholder may request additional information reasonably related to its investment, subject to confidentiality, legal privilege, data-protection requirements and the Company’s ordinary operations. |
| 6. | NEW SECURITIES |
| 6.1 | The Company may issue new Shares or other securities with the approval of Shareholders holding more than 50% of the issued Shares. No Shareholder shall have a pre-emptive or participation right unless the approving majority expressly grants such right for a particular issuance. |
| 6.2 | New Shares or securities may be issued on such price and terms as are approved by Shareholders holding more than 50% of the issued Shares, subject to applicable law. |
| 6.3 | Without limitation, issuances may include employee incentive awards, acquisition consideration, conversion securities, strategic investments, financing transactions, capitalizations, subdivisions or other bona fide corporate purposes. |
| 7. | TRANSFER RESTRICTIONS |
| 7.1 | SXB and Yiwu Yanghan may not transfer, pledge or otherwise dispose of any Shares without the prior written consent of AZLL. AZLL may transfer, pledge or otherwise dispose of any or all of its Shares without the consent of any other Shareholder, subject only to Clause 9 and applicable law. |
| 7.2 | AZLL may transfer Shares to any Affiliate or third-party, provided that a transferee becoming a Shareholder signs a deed of adherence. SXB and Yiwu Yanghan may transfer Shares to a wholly owned Affiliate only with AZLL’s prior written consent, after all unpaid subscription amounts have been paid and the transferee has signed a deed of adherence. |
| 7.3 | Any transfer proposed by SXB or Yiwu Yanghan is subject to AZLL’s prior written consent and AZLL’s right of first refusal under Clause 8. A transfer by AZLL is not subject to Clause 8. |
| 8. | RIGHT OF FIRST REFUSAL |
| 8.1 | If SXB or Yiwu Yanghan wishes to transfer any Shares to a third-party, it shall first give AZLL written notice stating the number of Shares, price, buyer identity and all material terms. |
| 8.2 | AZLL shall have 20 Business Days to elect to purchase all or any portion of the offered Shares on those terms or to designate an Affiliate or other person to purchase them. |
| 8.3 | Any Shares not purchased may be sold to the identified third-party only with AZLL’s prior written consent, within 45 days, and on terms no more favorable than those offered to AZLL. If the sale is not completed within that period, the transfer process must be repeated. |
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| 9. | TAG-ALONG AND DRAG-ALONG |
| 9.1 | If AZLL proposes to transfer all of its Shares to a third party that is not a Related Party of AZLL in a single transaction resulting in a change of Control, SXB and Yiwu Yanghan may require the buyer to purchase all, but not less than all, of their Shares on the same price per Share and substantially the same terms, provided that the exercise of this right does not delay, condition or otherwise interfere with the transaction and is made within five Business Days after notice from AZLL. |
| 9.2 | If AZLL approves a bona fide sale of all or a majority of the issued Shares, a merger, consolidation, sale of all or substantially all assets, or any other transaction resulting in a change of Control, AZLL may require every other Shareholder to sell, transfer, exchange or otherwise dispose of all or the applicable proportion of its Shares on the terms determined by AZLL. Each minority Shareholder shall take all actions and execute all documents reasonably requested to complete the transaction, shall receive the same price per Share for Shares of the same class, and shall not be required to give warranties other than as to title, authority and capacity or incur liability exceeding its sale proceeds, except for its own fraud. |
| 10. | DIVIDENDS AND FUNDING |
| 10.1 | Dividends may be declared only in accordance with applicable law and the Articles. No Shareholder may compel a dividend, and the Company may retain earnings for working capital, development, financing, acquisitions and growth. |
| 10.2 | No Shareholder is required to provide additional funding or guarantees. Additional funding may be provided through equity, shareholder loans or third-party financing approved in accordance with Clause 3. |
| 11. | SOFTWARE AND INTELLECTUAL PROPERTY |
| 11.1 | The Company shall own the Software contributed at Closing, subject to the perpetual internal-use license retained by MSS and its subsidiaries under the Formation Agreement. |
| 11.2 | Intellectual property created by employees or contractors of the Company in the course of their engagement shall, to the extent legally permissible, be owned by the Company under appropriate written agreements. |
| 11.3 | No Shareholder obtains a license to the Software merely by holding Shares. |
| 12. | CONFIDENTIALITY AND NON-USE |
| 12.1 | Each Shareholder shall keep confidential all non-public information concerning the Company, the Software, customers, suppliers, finances and business plans, and shall use it only to monitor and exercise rights relating to its investment. |
| 12.2 | This obligation does not apply to information that is public without breach, was lawfully known, is independently developed, or must be disclosed by law, regulation, court order, audit or professional obligation. |
| 12.3 | MSS and AZLL may disclose information as required for consolidated reporting, SEC compliance, Nasdaq compliance, financing, audit, valuation and internal control purposes. |
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| 13. | COMPLIANCE |
| 13.1 | The Company and each Shareholder shall comply with applicable anti-bribery, anti-money-laundering, sanctions, export-control, data-protection and beneficial-ownership laws relevant to its activities. |
| 13.2 | Each Shareholder shall promptly provide know-your-customer and beneficial-ownership information reasonably requested by the Company, its bank, auditors or professional advisers. |
| 14. | TERM AND TERMINATION |
| 14.1 | This Agreement shall take effect upon the later of: (a) its execution by the Company and all Shareholders after incorporation; and (b) completion of the initial allotment and issuance of the Shares under the Formation Agreement. It shall continue until the earliest of: (i) one person holding all Shares; (ii) completion of a sale of all Shares; (iii) the Company’s dissolution; or (iv) written agreement of all Shareholders. |
| 14.2 | Clauses concerning confidentiality, accrued rights, dispute resolution and any provision intended to survive shall continue after termination. |
| 15. | GENERAL |
| 15.1 | This Agreement and the Formation Agreement contain the entire agreement concerning the subject matter. Before this Agreement becomes effective, the Agreed Form may be amended only in accordance with the Formation Agreement. After this Agreement becomes effective, an amendment requires the Company and Shareholders holding more than 50% of the issued Shares, except to the extent a higher threshold is mandatorily required by applicable law. No amendment may reduce a Shareholder’s accrued right to receive a declared distribution or completed sale proceeds without that Shareholder’s consent. |
| 15.2 | A person acquiring Shares must sign a deed of adherence before registration as a member, except where the transfer is effected by operation of law and the Company is legally required to register it. |
| 15.3 | Notices shall be delivered to the addresses most recently notified to the Company. Email is permitted if no delivery failure notice is received. |
| 15.4 | This Agreement may be signed in counterparts and electronically. If a provision is invalid, it shall be modified to the minimum extent necessary without affecting the remainder. |
| 16. | GOVERNING LAW AND DISPUTE RESOLUTION |
| 16.1 | This Agreement and any non-contractual obligations arising from it are governed by Hong Kong law. |
| 16.2 | Any dispute not resolved by good-faith negotiation within 20 Business Days shall be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under its administered arbitration rules. The seat is Hong Kong, the tribunal shall consist of one arbitrator, and the language shall be English. A Party may seek interim relief from a court of competent jurisdiction. |
[Signature Page Follows]
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SIGNATURES
The Parties have executed this Agreement as of the date first written above.
| AZLL LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| HANGZHOU SHENGXIANBAO TECHNOLOGY CO., LTD. | ||
| By: | ||
| Name: | ||
| Title: | ||
| YIWU YANGHAN E-COMMERCE FIRM | ||
| By: | ||
| Name: | ||
| Title: | ||
| MAISON AI LIMITED | ||
| By: | ||
| Name: | ||
| Title: | ||
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SCHEDULE 1 - SHAREHOLDERS AND HOLDINGS
| Shareholder | Shares | Percentage | Status at Closing | |||||||
| AZLL | 200 | 90.0901 | % | Fully paid upon effective Software contribution | ||||||
| SXB | 11 | 4.9550 | % | Partly paid until US$110,000 is paid in full | ||||||
| Yiwu Yanghan | 11 | 4.9550 | % | Partly paid until US$110,000 is paid in full | ||||||
| Total | 222 | 100.0000 | % | |||||||
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SCHEDULE 2 - FORM OF DEED OF ADHERENCE
To: Maison AI Limited and each Party to the Shareholders Agreement dated [●] 2026.
The undersigned agrees to become a Party to, and to be bound by, the Shareholders Agreement as a Shareholder as if originally named in it. Capitalized terms have the meanings given in that agreement.
Name of transferee: ____________________________
Jurisdiction / registration number: ____________________________
Address: ____________________________
Number and Class of Shares acquired: ____________________________
Date: ____________________________
By: ____________________________
Name: ____________________________
Title: ____________________________
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