Ridgetech Inc 6-K, filed Jul 21, 2026
Ridgetech Inc. (RDGT)
About this 6-K
Ridgetech Inc filed this 6-K on July 21, 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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026
Commission File Number: 001-40724
RIDGETECH, INC.
(Translation of registrant’s name into English)
Ming Zhao
5th Floor, Building 6, No. 100, 18th Street, Baiyang Sub-district,
Qiantang District, Hangzhou City, Zhejiang Province,
People’s Republic of China, 310018
(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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
INCORPORATION BY REFERENCE
This report is incorporated by reference in our registration statements on Form F-3 (No. 333-291941) and S-8 (No. 333-264505, No. 333-268809 and No. 333-277849), and shall be deemed to be a part thereof from the date on which this report is furnished to the Securities and Exchange Commission, to the extent not superseded by documents or reports subsequently filed or furnished.
Application of Home Country Practice Rules
As an exempted company incorporated in the Cayman Islands that is listed on the Nasdaq Capital Market (“Nasdaq”), Ridgetech, Inc. (the “Company”) is subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer to follow its home country corporate governance practices in lieu of certain Nasdaq corporate governance requirements. Pursuant to the home country practice exemption set forth under Nasdaq Marketplace Rule 5615(a)(3)(A) and other applicable exemptions, which provide (with certain exceptions not relevant to the conclusions expressed herein) that a foreign private issuer may follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rule 5600 Series, the Company has elected to be exempted from certain requirements including the following:
| (i) | Nasdaq Marketplace Rule 5605(b)(1) which sets forth the requirement that a majority of the board of directors for companies listed on Nasdaq must be comprised of Independent Directors; |
| (ii) | Nasdaq Marketplace Rule 5250(d) which requires companies listed on Nasdaq to distribute annual and interim reports; |
| (iii) | Rule 5635 pursuant to which shareholder approval is required, including: |
| (a) | Rule 5635(a), pursuant to which shareholder approval is required in certain circumstances prior to the issuance of securities in connection with the acquisition of the stock or assets of another company; |
| (b) | Rule 5635(b), pursuant to which shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the company; |
| (c) | Rule 5635(c), pursuant to which shareholder approval is required prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain exceptions; |
| (d) | Nasdaq Marketplace Rule 5640 which requires that the voting rights of existing shareholders of publicly traded common stock registered under Section 12 of the Securities Exchange Act of 1934 may not be disparately reduced or restricted through any corporate action or issuance; and |
| (iv) | Rule 5640 requiring that the voting rights of existing shareholders of publicly traded common stock registered under Section 12 of the Securities Exchange Act of 1934 may not be disparately reduced or restricted through any corporate action or issuance. |
The Company’s Cayman Islands counsel, Conyers Dill & Pearman LLP, has provided a letter, as required by The Nasdaq Stock Market, certifying that, under Cayman Islands law and the Company’s currently effective memorandum and articles of association, the Company is not prohibited from adopting the governance practice as discussed above. A copy of the home country rule exemption letter from the Company’s Cayman Islands counsel is attached hereto as Exhibit 99.1
Except for the foregoing, there are no significant differences in the Company’s corporate governance practices from those of U.S. domestic companies under the listing standards of The Nasdaq Stock Market.
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Authorization of Series A Preferred Shares and Entry into Subscription Agreement
On June 29, 2026, following the approval of the Audit Committee, the Board of Directors of the Company (the “Board”) authorized and designated 2,000,000 Series A Preferred Shares. The Series A Preferred Shares have the rights, preferences, privileges, restrictions and conditions set forth in the Statement of Rights attached to the Subscription Agreement. Each Series A Preferred Share is entitled to 100 votes per share and votes together with the holders of the Company’s ordinary shares as a single class on all matters submitted to a vote of members, unless otherwise required by applicable law or the Company’s memorandum and articles of association. Each Series A Preferred Share is convertible, at the holder’s option, into one ordinary share of the Company, subject to adjustment as provided in the Statement of Rights. In addition, the Series A Preferred Shares are subject to automatic conversion upon certain events, including if the Subscriber (as defined below) ceases to serve as an executive officer or director of the Company or upon the closing of a Board-approved change-of-control transaction. The Series A Preferred Shares are also subject to transfer restrictions and generally may not be transferred without the prior written consent of the Board, subject to limited exceptions for certain tax or estate planning transfers.
On July 16, 2026, the Company entered into a Subscription Agreement for Series A Preferred Shares (the “Subscription Agreement”) with Mr. Lingtao Kong, the Chair of the Board (the “Subscriber”). Pursuant to the terms of the Subscription Agreement, the Subscriber agreed to subscribe for an aggregate of 100,000 Series A Preferred Shares of the Company, par value US$0.001 per share, at a subscription price of US$0.001 per share for an aggregate subscription amount of US$100. The Audit Committee reviewed and approved the Subscription Agreement and the related party aspects of the transactions contemplated thereby, including potential conflicts of interest, and approved the proposed issuance of the Series A Preferred Shares to the Subscriber.
The issuance of the Series A Preferred Shares was approved for the purposes of promoting continuity of leadership, strategic direction and corporate stability by enabling the Subscriber to continue to play a significant role in the Company’s governance, retaining and incentivizing the Subscriber’s continued service to the Company, enhancing the Company’s ability to respond to hostile takeover attempts or other unsolicited change-of-control transactions that the Board determines may not be in the best interests of the Company and its shareholders, and achieving those objectives in a manner that minimizes economic dilution to existing shareholders.
Additional Information
The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 4.1 | Subscription Agreement, dated July 15, 2026, by and between Ridgetech, Inc. and Mr. Lingtao Kong | |
| 99.1 | Home Country Exemption Letter |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: July 21, 2026 | RIDGETECH, INC. | |
| By: | /s/ Ming Zhao | |
| Name: | Ming Zhao | |
| Title: | Interim Chief Executive Officer and Chief Financial Officer | |
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Exhibit 4.1
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this “Agreement”) is dated 16 July 2026 and is entered into by and between Ridgetech, Inc., an exempted company incorporated in the Cayman Islands (the “Company”), and Mr. Lingtao Kong (the “Subscriber”).
WHEREAS, the Company proposes to issue preferred shares designated as the Series A Preferred Shares, with the rights, preferences, privileges, restrictions and conditions set forth in the Statement of Rights attached hereto as Schedule 1 (the “Statement of Rights”);
WHEREAS, the Company desires to issue the Series A Preferred Shares to the Subscriber to support continuity of leadership and corporate stability, encourage the Subscriber’s continued service, enhance the Company’s ability to respond to hostile or unsolicited change of control transactions, and minimize economic dilution to existing shareholders;
WHEREAS, the Audit Committee has reviewed this Agreement and the related party aspects of the transactions contemplated hereby, including potential conflicts of interest, and has approved the issuance of the Series A Preferred Shares to the Subscriber;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties agree as follows:
1. Subscription. Subject to the terms of this Agreement, the Subscriber agrees to subscribe for, and the Company agrees to issue and sell to the Subscriber, 100,000 Series A Preferred Shares of the Company, each with a par value of US$0.001 (the “Subscribed Shares”).
2. Rights Attaching to Shares. The Subscribed Shares shall be issued with the rights, preferences, privileges, restrictions and conditions set out in the Statement of Rights and shall also be subject to the Company’s memorandum and articles of association as in effect from time to time.
3. Purchase Price and Closing. The aggregate subscription price for the Subscribed Shares shall be US$100, being US$0.001 per Subscribed Share, payable by the Subscriber in immediately available funds on the date of this Agreement or such later date as the Company may designate in writing (the “Closing Date”). On the Closing Date, against receipt of the subscription price, the Company shall issue the Subscribed Shares to the Subscriber, enter the Subscriber in its register of members as the holder of the Subscribed Shares and, unless otherwise determined by the Company, no share certificate shall be issued in respect of the Subscribed Shares.
4. Subscriber Representations and Undertakings. The Subscriber represents and warrants to the Company that:
(a) Authority. The Subscriber has full power and authority to enter into and perform this Agreement.
(b) Investment Intent. The Subscriber is acquiring the Subscribed Shares for the Subscriber’s own account for investment purposes only and not with a view to, or for, any distribution or resale in violation of applicable securities laws.
(c) Accredited Investor Status. The Subscriber is an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.
(d) Investment Experience and Risk. The Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares and is able to bear the economic risk of such investment and a complete loss thereof.
(e) Restricted Securities. The Subscriber understands that the Subscribed Shares have not been registered under the Securities Act or applicable state securities laws and may not be offered, sold or otherwise transferred except pursuant to an effective registration statement or an available exemption from registration.
(f) Statement of Rights. The Subscriber agrees to be bound by the Statement of Rights, including the conversion mechanics, any Top-Up Payment obligations and the transfer restrictions applicable to the Subscribed Shares.
5. Miscellaneous. The following provisions apply to this Agreement:
(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subscription of the Subscribed Shares and supersedes all prior and contemporaneous understandings, whether written or oral, with respect to that subject matter.
(b) Amendments. This Agreement may only be amended, modified or waived by a written instrument signed by the Company and the Subscriber.
(c) Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally, when sent by email without notice of delivery failure, or one business day after being sent by a reputable overnight courier, in each case to the address or email address designated by the relevant party from time to time in writing.
(d) Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A signature delivered by electronic mail in portable document format or by other electronic means intended to preserve the signed document shall be deemed to be an original signature for all purposes.
(e) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.
| RIDGETECH, INC. | ||
| By: | /s/ Ming Zhao | |
| Name: | Ming Zhao | |
| Title: | Chief Financial Officer | |
| SUBSCRIBER | ||
| /s/ Lingtao Kong | ||
| Lingtao Kong | ||
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SCHEDULE 1
STATEMENT OF RIGHTS ATTACHING TO
SERIES A PREFERRED SHARES
OF RIDGETECH, INC.
This Statement of Rights (this “Statement of Rights”) sets forth the rights, preferences, privileges, restrictions and conditions attaching to the Series A Preferred Shares (defined below) of Ridgetech, Inc. (the “Company”), an exempted company incorporated in the Cayman Islands, as designated by the board of directors of the Company (the “Board”) in accordance with the Fifth Amended and Restated Articles of Association of the Company (the “Articles”).
| 1 | Series A Preferred Shares |
2,000,000 Preferred Shares of a par value of US$0.001, each containing the rights, preferences, privileges, restrictions and conditions set out in this Statement of Rights (the “Series A Preferred Shares”) to be issued out of the authorised and unissued Preferred Shares of the Company.
| 2 | Ranking |
The Series A Preferred Shares shall rank pari passu with the Ordinary Shares, and to all other classes or series of shares of the Company, in all respects, including with respect to the payment of dividends, distributions upon a liquidation, dissolution or winding up of the Company, redemption or any other rights, save that upon a liquidation, dissolution or winding up, the amount repayable in respect of each Series A Preferred Share shall be limited to the amount that would be repayable in respect of the number of Ordinary Shares into which such Series A Preferred Share is then convertible (being the number of Series A Preferred Shares held multiplied by the Conversion Ratio then in effect).
| 3 | Voting Rights |
| 3.1 | Each holder of a Series A Preferred Share shall have the right to receive notice of, attend, speak and vote at any general meeting of the Company, whether by poll or on a show of hands. |
| 3.2 | Each holder of a Series A Preferred Share shall vote together with the holders of the Ordinary Shares as a single class on all matters submitted to a vote of Members, unless otherwise required by applicable law or the Articles. The Series A Preferred Shares shall not carry any separate class vote in respect of any resolution, save to the extent that a separate class vote is required by applicable law or the Articles in connection with any variation of the rights attaching to the Series A Preferred Shares. |
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| 3.3 | At any general meeting: |
| (a) | on a show of hands every holder of a Series A Preferred Share that is present in person (or being a corporation, is present by a duly authorised representative) or by proxy shall have one hundred (100) votes per Series A Preferred Share held; and |
| (b) | on a poll every holder of a Series A Preferred Share that is present in person (or being a corporation, by its duly authorised representative) or by proxy shall have one hundred (100) votes for every Series A Preferred Share held. |
| 4 | Conversion Rights |
| 4.1 | Voluntary Conversion. Each holder of Series A Preferred Shares shall have the right, at any time and from time to time, to convert all or any portion of their Series A Preferred Shares held by such holder into fully paid Ordinary Shares equal to the Conversion Ratio then in effect by delivering written notice to the Company (a “Conversion Notice”) at least fifteen (15) days prior to the proposed Conversion Date (as defined below). The Conversion Notice shall specify the number of Series A Preferred Shares to be converted and shall be signed by or on behalf of the relevant holder. |
| 4.2 | Automatic Conversion. Each Series A Preferred Share shall automatically convert into the number of fully paid Ordinary Share equal to the Conversion Ratio then in effect upon the occurrence of any of the following events (each, an “Automatic Conversion Event”), with the effective date of such conversion being the “Conversion Date”: |
| (a) | Cessation of Service: the initial holder of the Series A Preferred Shares (the “Subscriber”) ceases to serve as an executive officer or director of the Company for any reason whatsoever, including by reason of resignation, removal (with or without cause), death or permanent incapacity, with the Conversion Date being the date on which such cessation of service takes effect; or |
| (b) | Board-Approved Change of Control: the closing of a transaction constituting a change of control of the Company that has been recommended, approved or consented to by the Board prior to or at the time of such closing (a “Board-Approved Change of Control”), with the Conversion Date being the date on which such Change of Control closes (the “Change of Control Closing Date”), provided that, for the avoidance of doubt, any hostile takeover, unsolicited tender offer, unsolicited exchange offer or any other unsolicited change of control transaction not recommended or approved by the Board shall expressly be excluded from the definition of Board-Approved Change of Control, |
in each case without any further act or formality required on the part of the holder of the Series A Preferred Shares, the Company, or any other person.
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For purpose of this Statement of Rights, the “Conversion Ratio” shall initially be one (1) Ordinary Share per Series A Preferred Share, provided that the Conversion Ratio shall be adjusted proportionately in the event of any subdivision, split, consolidation, share dividend, reclassification, reorganization, or other recapitalization event affecting the Ordinary Shares, such that the holder of Series A Preferred Shares shall at all times be entitled to receive, upon conversion, the number of Ordinary Shares it would have received had it converted its Series A Preferred Shares into Ordinary Shares immediately prior to such event, and the Company shall provide written notice to the holder of any such adjustment promptly following the occurrence of such event.
| 4.3 | Top-Up Payment. |
| (a) | If, on any conversion of Series A Preferred Shares into Ordinary Shares (whether pursuant to a voluntary conversion pursuant to paragraph 4.1 or an automatic conversion pursuant to paragraph 4.2), the aggregate par value of the Ordinary Shares to be issued upon such conversion exceeds the aggregate par value of the Series A Preferred Shares being converted, then, as a condition precedent to the issuance of such Ordinary Shares, the converting holder shall pay to the Company an amount in cash equal to such excess (the “Top-Up Payment”). Upon the Company’s receipt of the Top-Up Payment, the Ordinary Shares issued upon conversion shall be issued as fully paid. |
If, on any such conversion, the aggregate par value of the Series A Preferred Shares being converted exceeds the aggregate par value of the Ordinary Shares to be issued upon such conversion, then (i) no amount shall be payable by the Company to the converting holder in respect of such difference, and (ii) such difference shall be credited to the share premium account of the Company (or otherwise treated as share premium) in accordance with applicable law.
For purposes of this Statement of Rights, “par value” means the nominal or par value of a share as set forth in the Company’s Memorandum regarding its authorized share capital from time to time.
| (b) | The Company shall calculate, in good faith, the Top-Up Payment (if any) as of the Conversion Date and shall notify the converting holder of such amount (a “Top-Up Notice”) promptly (and, in the case of an automatic conversion, as soon as reasonably practicable following the Conversion Date). The Top-Up Notice shall set out reasonable supporting detail for the calculation, including the applicable par values and the number of shares being issued on conversion. |
| (c) | The Top-Up Payment, if applicable, shall be paid in immediately available funds to an account designated by the Company: |
| (i) | in the case of a voluntary conversion, on or prior to the applicable Conversion Date (or such later date as the Company and the holder may agree in writing); and |
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| (ii) | in the case of an automatic conversion, within five (5) business days following delivery of the Top-Up Notice (or such later date as the Company and the holder may agree in writing). |
| (d) | If a Top-Up Payment is not paid in full by the deadline set forth above, then, notwithstanding anything to the contrary in this Statement of Rights, no Ordinary Shares shall be issued upon such conversion and the relevant Series A Preferred Shares shall be automatically surrendered and cancelled for no consideration and shall thereupon cease to be issued and outstanding; provided that the Board may, in its sole discretion, waive or extend such payment deadline and permit the relevant holder to make such Top-Up Payment on such later date and on such terms as the Board may determine. |
| 4.4 | In connection with any Board-Approved Change of Control, and without prejudice to the automatic conversion mechanics set out in paragraph 4.2(b), each holder of the Series A Preferred Shares hereby irrevocably undertakes and covenants that, from the date on which the Board formally issues its recommendation, approval or consent in respect of such Board-Approved Change of Control until the earlier of (i) the Change of Control Closing Date, and (ii) the date on which the Board formally withdraws, modifies or revokes such recommendation, approval or consent in its entirety, the holder shall not exercise any voting rights attaching to the Series A Preferred Shares in any manner that is contrary to, or inconsistent with, the Board’s recommendation in respect of such Board-Approved Change of Control, whether at any general meeting of the Company, by written resolution or otherwise. For the avoidance of doubt, this paragraph 4.4 shall not restrict or limit the holder’s voting rights in respect of any transaction that does not constitute a Board-Approved Change of Control, including any hostile takeover or unsolicited change of control transaction referred to in paragraph 4.2(b), in respect of which the holder shall retain full and unrestricted voting rights in accordance with paragraph 3.3. |
| 4.5 | With effect from the Conversion Date: |
| (a) | the applicable Series A Preferred Shares that are the subject of the relevant Automatic Conversion Event shall be cancelled and will cease to exist; |
| (b) | the Company will issue to the former holder of the Series A Preferred Shares such number of Ordinary Shares as calculated pursuant to paragraph 4.1 or paragraph 4.2, as applicable; and |
| (c) | the Company will enter, or procure the entry of, the name of the holder of the Series A Preferred Shares as the holder of the relevant number of Ordinary Shares resulting from the conversion of the Series A Preferred Shares in the Register of Members. |
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| 4.6 | Upon conversion, the Ordinary Shares issued from such conversion shall rank pari passu in all respects with all other Ordinary Shares then in issue, without limitation, with respect to voting rights, dividend entitlements and transferability. For the avoidance of doubt, the converted shares shall no longer carry the enhanced voting rights attributable to the Series A Preferred Shares and shall be transferable in accordance with the Articles and applicable law. |
| 5 | Transfer Restrictions |
| 5.1 | No holder of the Series A Preferred Shares may sell, assign or transfer any Series A Preferred Shares to any person without the prior written consent of the Board, which may be withheld for whatever reason at its sole discretion (excluding the vote of any holder of the Series A Preferred Shares); provided, however, that the Subscriber may transfer Series A Preferred Shares to one or more trusts, family holding companies or other entities established and controlled by the Subscriber solely for bona fide tax or estate planning purposes, so long as the Subscriber retains sole voting control and sole investment control over such entities. As a condition to any such transfer, the transferee must, prior to or concurrently with the transfer, execute and deliver to the Company a joinder agreement, in form and substance reasonably satisfactory to the Company, pursuant to which the transferee agrees to be bound by all terms, conditions, restrictions and obligations applicable to the Series A Preferred Shares, including the transfer restrictions set forth in this paragraph 5 and all obligations of the Subscriber under any subscription agreement or other agreement relating to the Series A Preferred Shares. |
| 5.2 | The Board will refuse to register any transfer of any Series A Preferred Shares which are purported to be made in violation of paragraph 5.1. |
| 6 | Variation |
The rights attaching to the Series A Preferred Shares, as set out in this Statement of Rights, may only be varied in accordance with article 10 of the Articles.
| 7 | Governing Law |
This Statement of Rights shall be governed by and construed in accordance with the laws of the Cayman Islands.
| 8 | Interpretation |
The provisions of this Statement of Rights are supplemental to, and shall be read together with, the Articles and to the extent that any provision of this Statement of Rights conflicts with any mandatory provision of the Law or the Articles, such mandatory provision shall prevail.
[Remainder of Page Intentionally Left Blank]
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Exhibit 99.1
 |
CONYERS DILL & PEARMAN LLP |
| SIX, 2nd Floor, Cricket Square | |
PO Box 2681, Grand Cayman KY1-1111 Cayman Islands | |
| T +1 345 945 3901 | |
| conyers.com |
29 June 2026
Matter No.: 714046
The Nasdaq Stock Market, Inc.
Listing Qualifications
805 King Farm Blvd
Rockville
MD 20850
USA
Dear Sir/ Madam
| Re: | Ridgetech, Inc. |
| Nasdaq Listing Rules 5600 Series |
We have acted as special Cayman Islands legal counsel to Ridgetech, Inc., formerly known as “China Jo-Jo Drugstores Holdings, Inc.” (the “Company”) and have been asked to provide this opinion to you with regard to the laws of the Cayman Islands in relation to the Company. Capitalised terms used but not otherwise defined in this opinion have the meanings given to them in Schedule 1.
For the purposes of giving this opinion, we have examined the Documents. We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion. In giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not verified.
Background
The Company was incorporated in the Cayman Islands in 2021 for the purpose of serving as the successor holding company in connection with a redomicile merger with China Jo-Jo Drugstores, Inc., a Nevada corporation, which was completed on July 30, 2021 (the “Redomicile Merger”). The Company is an exempted company with limited liability incorporated under the Companies Act (Revised) of the Cayman Islands (the “Companies Act”). As such, the Company is required as a matter of Cayman Islands law to comply with the Companies Act and the Company’s Memorandum and Articles of Association (the manner in which it is so required to operate, the “Relevant Cayman Corporate Practices”).
We are advised by the Company that the Company has qualified as a foreign private issuer for the purposes of the NASDAQ Listing Rules (the “Listing Rules” and each a “Listing Rule”) since the completion of the Redomicile Merger. We have been informed and understand that under the terms of the Listing Rules, the Company has an option of whether to adopt certain corporate governance practices as set out in the 5600 Series of the Listing Rules or alternatively to continue to operate in accordance with the Relevant Cayman Corporate Practices (such election, the “Relevant Election”). We understand that pursuant to Nasdaq Listing Rule 5615(a)(3) (Exemptions from Certain Corporate Governance Requirements), the Company has informed us of its intention to adopt and follow Relevant Cayman Corporate Practices in lieu of certain requirements of the 5600 Series of the Listing Rules since the completion of the Redomicile Merger, and may avail itself of an exemption from the Listing Rules set out in Annex 1 attached hereto. Under Item 16G (“Corporate Governance”) in the Company’s annual reports on Form 20-F filed with the U.S. Securities and Exchange Commission for the fiscal years ended March 31, 2023, 2024, and 2025, the Company has disclosed that it follows home country practices in lieu of certain Nasdaq Listing Rules, including Nasdaq Listing Rule 5620(a) and Nasdaq Listing Rule 5635.
Opinion
Based solely upon our examination of the Documents, subject to the assumptions set out in Schedule 2 and the qualifications set out in Schedule 3 and having regard to legal considerations which we deem relevant, we are of the opinion that (i) the making of the Relevant Election by the Company, and (ii) the Company continuing to follow the Relevant Cayman Corporate Practices, are not prohibited by the terms of the Memorandum and Articles of Association or the laws of the Cayman Islands.
Scope
We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. Except as specifically stated herein, we express no opinion as to matters of fact.
Reliance
This opinion is issued solely for your benefit and use in connection with the matter described herein and is not to be relied upon by any other person, firm or entity or in respect of any other matter. It may be disclosed to your successors and assigns only with our prior written consent. It may not be disclosed to or relied upon by any other party or for any other purpose.
Yours faithfully,
/s/ Conyers Dill & Pearman LLP
Conyers Dill & Pearman LLP
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SCHEDULE 1
List of Documents and Records Examined
| 1 | A copy of the fifth amended and restated memorandum and articles of association of the Company adopted by special resolution of the shareholders of the Company dated 12 December 2025 and effective on 7 April 2026 (the “Memorandum and Articles of Association”); |
| 2 | A certificate of good standing issued by the Registrar of Companies of the Cayman Islands and dated 29 June 2026; and |
| 3 | A copy of an online search of the information available to us in respect of the Company obtained from the Registrar of Companies in the Cayman Islands on 29 June 2026 (the “CORIS Search”); |
(collectively, the “Documents”).
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SCHEDULE 2
Assumptions
| 1 | Authenticity of Documents. The Documents provided to us are true and complete copies of the final forms of the originals. |
| 2 | CORIS Search The information revealed by the CORIS Search is accurate. |
| 3 | Listing Rules. The matters we have been informed of in respect of the Listing Rules as referred to in this opinion (including the application of the same to the Company) and the Company’s obligations and practices adopted in regard to the same are true and accurate in all respects. |
| 4 | Governing Law. We assume that the Listing Rules are governed by a law other than the laws of the Cayman Islands. |
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SCHEDULE 3
Qualifications
| 1 | Facts and Circumstances. This opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. |
| 2 | Listing Rules. We render no opinion on the Listing Rules themselves, the interpretation thereof or the compliance by the Company of its obligations thereunder. |
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Annex 1
Listing Rules Extract
| 1 | Rule 5605(e)(1) requiring that the Company have independent director involvement in the selection of director nominees, by having a Nominations Committee comprised solely of independent directors (as defined in Rule 5605(a)(2)); |
| 2 | Rule 5605(e)(2) requiring that the Company adopt a formal written charter or board resolution, as applicable, addressing the nominations process and such related matters as may be required under the federal securities laws; |
| 3 | Rule 5605(d)(1) requiring that the Company adopt a formal written Compensation Committee charter (specifying the items enumerated in Rule 5605(d)(1)), and that the Compensation Committee will review and reassess the adequacy of the charter on an annual basis; |
| 4 | Rule 5605(d)(2) requiring that the Company maintain a Compensation Committee of at least two members, each of whom must be an independent director (as defined in Rule 5605(a)(2)); |
| 5 | Rule 5605(b)(1) requiring that the Company’s board of directors be comprised of a majority of independent directors (as defined in Rule 5605(a)(2)); |
| 6 | Rule 5605(b)(2) requiring that the Company have “executive sessions”, being regularly scheduled meetings at which only independent directors are present; |
| 7 | Rule 5620(a) requires each issuer to hold an annual meeting of shareholders no later than one year after the end of the issuer’s fiscal year end; |
| 8 | Rule 5620(c) requiring that the Company’s by-laws provide for a quorum of at least 33 1/3 percent of the outstanding shares of the Company’s common voting stock; and |
| 9 | Rule 5635 pursuant to which shareholder approval is required, including: |
| (a) | Rule 5635(a), pursuant to which shareholder approval is required in certain circumstances prior to the issuance of securities in connection with the acquisition of the stock or assets of another company. |
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| (b) | Rule 5635(b), pursuant to which shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the company. |
| (c) | Rule 5635(c), pursuant to which shareholder approval is required prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain exceptions. |
| (d) | Rule 5635(d), pursuant to which shareholder approval is required prior to a 20% Issuance at a price that is less than the Minimum Price, as such capitalized terms are defined in such rule. |
| 10 | Rule 5640 requiring that the voting rights of existing shareholders of publicly traded common stock registered under Section 12 of the Securities Exchange Act of 1934 may not be disparately reduced or restricted through any corporate action or issuance. |
| 11 | Rule 5250(d) requiring that the Company distribute annual and interim reports to its shareholders. |
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