Jin Medical International Ltd 6-K, filed Sep 8, 2026
Jin Medical International Ltd. (ZJYL)
About this 6-K
Jin Medical International Ltd filed this 6-K on September 8, 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 September 2026
Commission File Number: 001-41661
JIN MEDICAL INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
No. 33 Lingxiang Road, Wujin District
Changzhou City, Jiangsu Province
People’s Republic of China
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Entry Into Material Definitive Agreements
VIE Control Master Acquisition Agreement
On September 8, 2026, JIN MEDICAL INTERNATIONAL LTD., a Cayman Islands exempted company (the “Company”), entered into a VIE Control Master Acquisition Agreement (the “Acquisition Agreement”) with Erhua Medical Technology (Changzhou) Co., Ltd. (“Erhua Med”), Changzhou Zhongjin Medical Co., Ltd. (“Changzhou Zhongjin”), Zhongjin Medical Equipment Taizhou Co., Ltd. (“Taizhou Zhongjin”), Huaxia Qiying (Beijing) Technology Co., Ltd. (“Huaxia Qiying” or the “Target”), Beijing Chenglan Kangxu Technology Co., Ltd. (“Chenglan Kangxu” or the “Seller”), and Hyoungju Seo (the “Seller Controlling Person”). The Seller Controlling Person owns 100% of Chenglan Kangxu, which in turn owns 100% of Huaxia Qiying.
The Acquisition Agreement provides for a single integrated transaction pursuant to which the Company, through Erhua Med, will obtain contractual control over, and the right to receive substantially all of the economic benefits of, Huaxia Qiying through the VIE Agreements with Chenglan Kangxu and the Seller Controlling Person, which arrangements extend to Huaxia Qiying as Chenglan Kangxu's wholly owned subsidiary. Neither the Company nor Erhua Med will acquire legal title to the equity interests of Chenglan Kangxu or Huaxia Qiying solely as a result of the VIE Agreements. The Target’s assets principally consist of ginseng-related biological and resource assets, together with research results, technical data and related rights concerning the extraction, fermentation and conversion of active ginseng components, including rare ginsenosides such as F2, Rg3, Rh2, CK and Rg5/Rk1, and the KB-120 multi-stage fermentation technology platform. The Target does not currently operate an established commercial business; the assets are being acquired principally to support future research-result commercialization and related business development. The acquisition is consistent with the Company’s growth strategy of expanding its core elderly-care and rehabilitation-products business into a broader integrated senior-health platform.
The Acquisition Agreement provides for aggregate consideration of US$159,415,729 for the integrated transaction. At the Closing, the Company will issue an aggregate of 71,282,488 Class A ordinary shares, par value US$0.001 per share, to the recipients identified on Schedule I.A to the Acquisition Agreement. In connection with the execution of the Acquisition Agreement, the applicable parties also entered into the investment asset, equity and debt transfer agreements described below, with the transfers contemplated thereby generally becoming effective at the Closing, except that the Zhongjin Kangma equity transfer may be completed after the Closing as described below.
The Closing is subject to customary and transaction-specific conditions, including, among others, the absence of any governmental prohibition or unresolved PRC legal issue preventing the Closing or the effectiveness of the VIE Agreements; execution and delivery of the VIE Agreements and the other required transaction documents; the effectiveness at Closing of the ancillary transfer agreements, subject to permitted post-Closing perfection steps and the deferred transfer mechanics applicable to the Zhongjin Kangma equity interest; completion of the applicable Nasdaq notification process and, to the extent relied upon, the Company’s home-country practice process; the accuracy in all material respects of the parties’ representations and warranties and performance in all material respects of their pre-Closing covenants; the absence of a Material Adverse Effect with respect to the Target; and the Company’s satisfactory completion of its legal, asset, financial, tax, regulatory and accounting due diligence review of the Target and its assets.
Ancillary Agreements
In connection with the execution of the Acquisition Agreement, the applicable parties entered into the investment asset, equity and debt transfer agreements described below. Although such agreements are entered into in connection with the Acquisition Agreement, the transfers contemplated thereby generally become effective at the Closing, subject to the specific terms of the applicable agreement and, in the case of the Zhongjin Kangma equity interest, the post-Closing transfer mechanics described below. At the Closing, the applicable parties will also execute and deliver the VIE Agreements described below, pursuant to which Erhua Med is intended to obtain contractual control over and substantially all of the economic benefits of Chenglan Kangxu and its subsidiaries, including Huaxia Qiying.
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Investment Asset, Equity and Debt Transfer Agreements
HTFX Investment Assets Transfer Agreement. On September 8, 2026, the Company, Krenly Unit Limited and HTFX Limited entered into an HTFX Investment Assets Transfer Agreement pursuant to which, at the Closing, the Company will transfer to Krenly Unit Limited its entire investment position and related economic, investor and contractual rights under the applicable investment management arrangement with HTFX Limited. HTFX Limited consented to the transfer and, effective at the Closing, will recognize Krenly Unit Limited as the successor investor with respect to the transferred investment. The agreed transaction value of the HTFX investment assets is US$4,194,167.
Changzhou Zhongjin-Zhejiang Muchi Investment Assets Transfer Agreement. On September 8, 2026, Changzhou Zhongjin, the Seller Controlling Person and Zhejiang Muchi Investment Management Co., Ltd. entered into an investment assets transfer agreement pursuant to which, at the Closing, Changzhou Zhongjin will transfer to the Seller Controlling Person its entire investment position and related economic, investor and contractual rights under the applicable fund investment agreements and related three-party agreement. Zhejiang Muchi consented to the transfer and, effective at the Closing, will recognize the Seller Controlling Person as the successor investor. The agreed transaction value of those investment assets is RMB109,380,958.
Taizhou Zhongjin-Zhejiang Muchi Investment Assets Transfer Agreement. On September 8, 2026, Taizhou Zhongjin, the Seller Controlling Person and Zhejiang Muchi Investment Management Co., Ltd. entered into an investment assets transfer agreement pursuant to which, at the Closing, Taizhou Zhongjin will transfer to the Seller Controlling Person its entire investment position and related economic, investor and contractual rights under the applicable fund investment agreements and related three-party agreement. Zhejiang Muchi consented to the transfer and, effective at the Closing, will recognize the Seller Controlling Person as the successor investor. The agreed transaction value of those investment assets is RMB9,698,760.
Zhongjin Kangma Equity and Debt Transfer Agreement. On September 8, 2026, Changzhou Zhongjin, Zhongjin Kangma Information Technology (Jiangsu) Co., Ltd. (“Zhongjin Kangma”) and the applicable equity and debt transferees entered into a Zhongjin Kangma Equity and Debt Transfer Agreement pursuant to which Changzhou Zhongjin will transfer (i) its 80% equity interest in Zhongjin Kangma, corresponding to RMB8,000,000 of registered capital that has been fully paid, and (ii) a RMB18,000,000 receivable owed by Zhongjin Kangma. The receivable will be transferred at the Closing. The equity transfer may be completed after the Closing following the applicable shareholder-consent, preemptive-right and other transfer procedures, with commercially reasonable efforts required to complete the transfer by September 30, 2026 and, in any event, no later than October 31, 2026. If the transfer of the 80% equity interest in Zhongjin Kangma has not been completed by October 31, 2026, the Company will instead issue 622,123 Class A ordinary shares to the Seller Controlling Person or a person designated by him. Those shares, if issued, will replace, and will not be in addition to, the Zhongjin Kangma equity interest as a component of the transaction consideration.
VIE Agreements
Exclusive Business Cooperation Agreement. At the Closing, Erhua Med and Chenglan Kangxu will enter into an Exclusive Business Cooperation Agreement pursuant to which Erhua Med will serve as the exclusive provider of business support, technical, consulting and other services to Chenglan Kangxu and its subsidiaries, including Huaxia Qiying. The agreement applies on a consolidated basis to Chenglan Kangxu and its subsidiaries, and the annual service fee payable to Erhua Med is designed to equal all net income generated by Chenglan Kangxu.
Equity Pledge Agreement. At the Closing, Erhua Med, the Seller Controlling Person and Chenglan Kangxu will enter into an Equity Pledge Agreement pursuant to which the Seller Controlling Person will pledge to Erhua Med all of his equity interests in Chenglan Kangxu, representing 100% of Chenglan Kangxu’s equity interests, to secure the obligations of the Seller Controlling Person, Chenglan Kangxu and its subsidiaries under the VIE Agreements.
Exclusive Purchase Option Agreement. At the Closing, Erhua Med, the Seller Controlling Person and Chenglan Kangxu will enter into an Exclusive Purchase Option Agreement pursuant to which the Seller Controlling Person will grant Erhua Med an irrevocable and exclusive option, exercisable to the extent permitted by PRC law, to purchase or designate one or more persons to purchase all or part of his equity interests in Chenglan Kangxu, and Chenglan Kangxu will grant Erhua Med an irrevocable and exclusive option to purchase or designate one or more persons to purchase all or part of the assets of Chenglan Kangxu and its subsidiaries, including Huaxia Qiying.
Power of Attorney Agreement. At the Closing, Erhua Med, the Seller Controlling Person and Chenglan Kangxu will enter into a Power of Attorney Agreement pursuant to which the Seller Controlling Person will irrevocably authorize Erhua Med to exercise, on his behalf, the voting and other shareholder rights relating to his equity interests in Chenglan Kangxu, including causing Chenglan Kangxu to exercise its shareholder rights with respect to Huaxia Qiying and related control matters.
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Financial Advisory Engagement Agreement
On August 26, 2026, the Company entered into a Financial Advisory Engagement Agreement with Veltrion Haskel Holdings Limited, as financial advisor, pursuant to which the Company agreed to pay an advisory fee equal to 10.0% of the final Transaction value, payable solely in Class A ordinary shares at US$1.88 per share. Based on the current Transaction value, the fee is US$15,941,572.90, represented by 8,479,560 Class A ordinary shares, of which 4,239,780 shares are issuable to Veltrion Haskel Holdings Limited and 4,239,780 shares are issuable, at the advisor’s direction, to Quinnet Section Limited as its approved designee. The Company agreed to use commercially reasonable efforts to include the shares actually issued in a resale registration statement, subject to applicable law and related requirements.
Nasdaq Matters
As a foreign private issuer, the Company intends to rely on home-country practice under applicable Nasdaq rules, to the extent available, in lieu of shareholder approval requirements that might otherwise apply to the issuance of shares in connection with the Transaction. The Acquisition Agreement requires the Company to use commercially reasonable efforts to complete the applicable Nasdaq Listing of Additional Shares notification and any related Nasdaq notification or submission concerning the Company’s reliance on home-country practice.
Unregistered Sales of Equity Securities
The Acquisition Consideration Shares, the Service Consideration Shares and, if issued, the Kangma Replacement Shares are intended to be issued without registration under the Securities Act in reliance upon one or more available exemptions from registration under the Securities Act, including Regulation S, Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D and/or such other applicable exemption as may be available with respect to the relevant recipient. The securities so issued will be restricted securities and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Neither this Report nor any exhibit hereto constitutes an offer to sell or the solicitation of an offer to buy any securities of the Company.
The foregoing descriptions of the Acquisition Agreement, the Advisory Agreement, the VIE Agreements and the asset, equity and receivable transfer agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable agreements, copies of which are filed or furnished as exhibits to this Report and incorporated herein by reference.
Incorporation by Reference
This report on Form 6-K (the “Report”) shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-288314) of JIN MEDICAL INTERNATIONAL LTD., a Cayman Islands exempted company (the “Company”), initially filed with the U.S. Securities and Exchange Commission on June 25, 2025 (the “Registration Statement”), and into each prospectus or prospectus supplement outstanding under the Registration Statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Exhibits
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| JIN MEDICAL INTERNATIONAL LTD. | ||
| By: | /s/ Erqi Wang | |
| Name: | Erqi Wang | |
| Title: | Chief Executive Officer and Director | |
Date: September 8, 2026
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Exhibit 2.1
VIE CONTROL MASTER ACQUISITION AGREEMENT
by and among
JIN MEDICAL INTERNATIONAL LTD.
ERHUA MEDICAL TECHNOLOGY (CHANGZHOU) CO., LTD. (尔华医疗科技（常州）有限公司)
CHANGZHOU ZHONGJIN MEDICAL CO., LTD. (常州中进医疗器材股份有限公司)
ZHONGJIN MEDICAL EQUIPMENT TAIZHOU CO., LTD. (中进医疗器材泰州有限公司)
HUAXIA QIYING (BEIJING) TECHNOLOGY CO., LTD. (华夏企赢（北京）科技有限公司)
BEIJING CHENGLAN KANGXU TECHNOLOGY CO., LTD. (北京澄岚康序科技有限公司)
And
HYOUNGJU SEO (徐享周)
Dated as of September __, 2026
TABLE OF CONTENTS
| Article I. | Definitions and Interpretation | 2 |
| Article II. | Transaction Structure | 6 |
| Article III. | Purchase Price and Consideration | 7 |
| Article IV. | Share Consideration; Share Recipients | 10 |
| Article V. | Closing | 11 |
| Article VI. | Representations and Warranties of the Seller, Seller Controlling Person and the Target | 13 |
| Article VII. | Representations and Warranties of the Company and Company Consideration Parties | 21 |
| Article VIII. | Covenants Pending Closing | 23 |
| Article IX. | Additional Covenants and Post-Closing Matters | 25 |
| Article X. | Conditions to Closing | 26 |
| Article XI. | Termination | 27 |
| Article XII. | Indemnification | 27 |
| Article XIII. | Tax Matters | 28 |
| Article XIV. | Confidentiality; Public Announcements | 29 |
| Article XV. | Miscellaneous | 29 |
| Exhibits A-1 through A-5. VIE Agreements | A-1 | |
| Exhibit B. | Form of HTFX Investment Assets Transfer Agreement | B-1 |
| Exhibit C. | Form of Changzhou Zhongjin-Zhejiang Muchi Investment Assets Transfer Agreement | C-1 |
| Exhibit D. | Form of Taizhou Zhongjin-Zhejiang Muchi Investment Assets Transfer Agreement | D-1 |
| Exhibit E. | Form of Zhongjin Kangma Equity and Debt Transfer Agreement | E-1 |
| Schedule I. | Share Issuances | I-1 |
| Disclosure Schedules | I-3 | |
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VIE CONTROL MASTER ACQUISITION AGREEMENT
This VIE Control Master Acquisition Agreement (this “Agreement”) is entered into as of September __, 2026, by and among: (i) JIN MEDICAL INTERNATIONAL LTD. , a Cayman Islands exempted company limited by shares (the “Company” or “ZJYL”); (ii) Erhua Medical Technology (Changzhou) Co., Ltd. (尔华医疗科技（常州）有限公司) , a wholly foreign-owned enterprise organized under the laws of the PRC and an indirect wholly owned subsidiary of the Company (“WFOE”); (iii) Changzhou Zhongjin Medical Co., Ltd. (常州中进医疗器材股份有限公司) (“Changzhou Zhongjin”); (iv) Zhongjin Medical Equipment Taizhou Co., Ltd. (中进医疗器材泰州有限公司) (“Taizhou Zhongjin” and, together with Changzhou Zhongjin, the “Company Consideration Parties”); (v) Huaxia Qiying (Beijing) Technology Co., Ltd. (华夏企赢（北京）科技有限公司) , a limited liability company organized under the laws of the PRC (the “Target”); (vi) Beijing Chenglan Kangxu Technology Co., Ltd. (北京澄岚康序科技有限公司) , a limited liability company organized under the laws of the PRC and the registered holder of 100% of the equity interests of the Target (the “Seller”); and (vii) HYOUNGJU SEO (徐享周) , an individual and the registered holder of 100% of the equity interests of the Seller (the “Seller Controlling Person”). Each of the foregoing is referred to individually as a “Party” and collectively as the “Parties.” Each Share Recipient identified on Schedule I.A shall execute this Agreement as a limited-purpose signatory solely with respect to the provisions expressly applicable to such Share Recipient and shall not be deemed a Party for any other purpose.
WHEREAS, the Company is a foreign private issuer whose Class A Ordinary Shares are listed on The Nasdaq Stock Market under the trading symbol “ZJYL”;
WHEREAS, WFOE is an indirect wholly owned PRC subsidiary of the Company and currently participates in the Company’s PRC variable interest entity structure;
WHEREAS, the Seller Controlling Person owns 100% of the equity interests of the Seller, and the Seller owns 100% of the equity interests of the Target;
WHEREAS, the Parties desire that the Company acquire, through WFOE and the VIE Agreements, contractual control over, and the right to receive substantially all of the economic benefits of, the Target and the Target Assets, including the ginseng-resource and related research, technology and project rights disclosed to the Company;
WHEREAS, the Parties acknowledge that, as of the Closing, neither the Company nor WFOE is expected to acquire legal title to the Target Equity; instead, the Seller will remain the registered holder of the Target Equity, while the Seller Controlling Person will remain the registered holder of the Seller Equity, subject to the equity pledge, voting proxy, exclusive purchase option and other contractual arrangements provided in the VIE Agreements, including arrangements extending to the Seller’s subsidiaries and their assets, business and operations, through which WFOE will obtain contractual control over and substantially all economic benefits of the Target;
WHEREAS, the Aggregate Consideration is US$159,415,729, to be satisfied, at the Seller’s direction and for the Seller’s account and benefit, through (i) transfer of the HTFX Investment Assets to the Holding Entity, (ii) transfer of the Changzhou Muchi Investment Assets and the Taizhou Muchi Investment Assets to the Seller Controlling Person or one or more Seller Designees, (iii) transfer of the Kangma Equity to the Kangma Equity Recipient and the Kangma Debt to the Seller Controlling Person or one or more Seller Designees, and (iv) issuance of the Share Consideration to the recipients identified on Schedule I.A, which may include the Seller Controlling Person and/or one or more Share Recipients, in each case in accordance with this Agreement and the applicable Transaction Documents;
WHEREAS, the Parties intend that each component of the consideration and the VIE control arrangements form an integrated transaction and that, except as expressly agreed otherwise in writing, no consideration component shall be deemed finally delivered unless the Closing occurs; and
WHEREAS, the Parties desire to set forth their respective rights, obligations, representations, warranties, covenants and closing conditions in connection with the foregoing transactions.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
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ARTICLE I. DEFINITIONS AND INTERPRETATION
1.1. Definitions
“Affiliate” means with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person.
“Agreed Exchange Rate” means RMB6.840 per US$1.00, being the exchange rate specified by the parties in the non-binding term sheet for the Transactions and used solely as an agreed transaction-valuation convention to translate RMB-denominated consideration into U.S. dollars for purposes of this Agreement. The Parties acknowledge that the Agreed Exchange Rate is not a representation of any official, spot, accounting or tax exchange rate and does not govern any actual currency conversion.
“Aggregate Consideration” means US$159,415,729.
“Ancillary Consideration Agreements” means collectively, the HTFX Investment Assets Transfer Agreement, the Changzhou Muchi Investment Assets Transfer Agreement, the Taizhou Muchi Investment Assets Transfer Agreement and the Kangma Equity and Debt Transfer Agreement.
“Board” means the board of directors of the Company.
“Business Day” means any day other than a Saturday, Sunday or day on which commercial banks are authorized or required to close in New York, the Cayman Islands, Hong Kong or the PRC.
“Changzhou Muchi Investment Assets Transfer Agreement” means the investment assets transfer agreement to be entered into by Changzhou Zhongjin, the Seller Controlling Person or a Seller Designee and, to the extent required to effect or recognize the transfer, Zhejiang Muchi Investment Management Co., Ltd. (浙江木持投资管理有限公司) (“Zhejiang Muchi”), substantially in the form attached as Exhibit C.
“Class A Ordinary Shares” means class A ordinary shares of a par value of US$0.001 each of the Company.
“Closing” means the consummation of the Transactions pursuant to Article V.
“Closing Date” means the date on which the Closing occurs.
“Investment Assets” means collectively, the HTFX Investment Assets, the Changzhou Muchi Investment Assets and the Taizhou Muchi Investment Assets.
“Contract” means any legally binding contract, agreement, instrument, lease, license, commitment, purchase order, sales order, arrangement, undertaking or obligation, whether written or oral.
“Disclosure Schedules” means the disclosure schedules delivered by the applicable Parties in connection with this Agreement.
“Encumbrance” means any mortgage, pledge, lien, charge, security interest, claim, option, right of first refusal, right of first offer, preemptive right, restriction on transfer, proxy, voting agreement, adverse claim, encumbrance or other third-party right.
“Financial Advisor” means the financial advisor identified on Schedule 7.15 of the Disclosure Schedules.
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“FA Shares” means the Class A Ordinary Shares issuable by the Company to the Financial Advisor and/or its designees as compensation for financial advisory services in connection with the Transactions, in the aggregate number and allocations set forth on Schedule I.B. The FA Shares are separate from, and do not constitute any portion of, the Share Consideration or the Aggregate Consideration.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Governmental Authority” means any national, provincial, municipal, local or foreign government, court, arbitrator, regulatory authority, administrative agency, stock exchange, self-regulatory organization or other governmental or quasi-governmental authority.
“HTFX Investment Assets Transfer Agreement” means the investment assets transfer agreement to be entered into by the Company, the Holding Entity and, to the extent required to effect or recognize the transfer, HTFX LIMITED, substantially in the form attached as Exhibit B.
“HTFX Investment Assets” means the Company’s entire investment position and all economic assets, interests and rights as investor under or arising from the investment management agreement with HTFX LIMITED relating to the applicable investment, including (a) the outstanding investment principal, (b) all accrued, unpaid and future investment returns and other amounts payable in respect thereof, (c) all redemption, withdrawal, distribution, liquidation and final settlement proceeds, (d) all fund interests and any cash, property, securities or other assets distributed, returned or delivered to the Company in respect of such investment, and (e) all related contractual, enforcement and other investor rights, in each case to the extent held by, payable or deliverable to, or exercisable by the Company under the applicable agreement and applicable Law, having an agreed transaction value for purposes of this Agreement of US$4,194,167.00.
“Holding Entity” means the entity identified as such on Schedule I.A, which is beneficially owned and controlled by the Seller Controlling Person.
“Investor Questionnaire” means the investor questionnaire in the form provided or approved by the Company and completed and executed by the Seller Controlling Person, if receiving Share Consideration, and each Share Recipient, containing the representations, certifications and information requested by the Company in connection with the proposed issuance of Share Consideration and the Company’s reliance on one or more exemptions from registration under the Securities Act.
“Kangma Equity” means 80% of the equity interests in Zhongjin Kangma held by Changzhou Zhongjin.
“Kangma Debt” means the RMB18,000,000 receivable owing by Zhongjin Kangma to Changzhou Zhongjin to be transferred as part of the Non-Share Consideration.
“Kangma Debt Consideration Value” means RMB18,000,000, having the U.S. dollar value determined using the Agreed Exchange Rate.
“Kangma Equity Consideration Value” means RMB8,000,000, having the U.S. dollar value determined using the Agreed Exchange Rate.
“Kangma Equity Recipient” means a company held by a senior executive designated in writing by the Seller Controlling Person before Closing to receive the Kangma Equity, subject to the Company’s reasonable approval and completion of all information and documentation required under applicable Law.
“Kangma Equity and Debt Transfer Agreement” means the equity and debt transfer agreement to be entered into by Changzhou Zhongjin, the Kangma Equity Recipient, Zhongjin Kangma, the recipient of the Kangma Debt, and such other applicable parties, with respect to the Kangma Equity and the Kangma Debt, substantially in the form attached as Exhibit E.
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“Kangma Replacement Shares” means 622,123 Class A Ordinary Shares issuable by the Company pursuant to Section 3.6 solely as substitute consideration for the Kangma Equity if the transfer of the Kangma Equity has not been completed by October 31, 2026. The Kangma Replacement Shares, if issued, shall replace, and not be in addition to, the Kangma Equity as a component of the Aggregate Consideration.
“Knowledge” means the actual knowledge of a Person after reasonable inquiry of the officers, managers, accountants, counsel and other responsible personnel of such Person.
“Law” means any applicable statute, law, regulation, rule, order, ordinance, judgment, decree, directive, policy, permit, approval or other requirement of any Governmental Authority.
“Material Adverse Effect” means any event, change, effect, circumstance or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the material assets, rights, liabilities or legal status of the Target, including the Target Assets, (b) the validity or enforceability of the VIE Agreements, (c) the ability of the Seller, the Seller Controlling Person or the Target to consummate the Transactions, or (d) the ability of WFOE to exercise contractual control over, and receive substantially all economic benefits from, the Target after Closing; provided that general economic, regulatory, industry or market conditions shall not constitute a Material Adverse Effect except to the extent disproportionately affecting the Target or the Target Assets.
“Nasdaq” means The Nasdaq Stock Market LLC.
“Non-Share Consideration” means collectively, the Investment Assets, the Kangma Equity and the Kangma Debt.
“PRC” means the People’s Republic of China, excluding Hong Kong, Macau and Taiwan for purposes of this Agreement.
“Person” means any individual, corporation, company, partnership, limited liability company, trust, association, Governmental Authority or other entity or organization.
“Zhongjin Kangma” means Zhongjin Kangma Information Technology (Jiangsu) Co., Ltd. (中进康玛信息科技（江苏）有限公司).
“PRC Counsel” means PRC legal counsel to the Company and WFOE.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Seller Designee” means any Person, other than the Seller Controlling Person, the Kangma Equity Recipient or a Share Recipient, designated in writing by the Seller Controlling Person pursuant to the Seller’s irrevocable payment direction and authorization under Section 3.8 to receive any portion of the Non-Share Consideration other than the Kangma Equity, subject to the terms of this Agreement and the applicable Transaction Document.
“Seller Equity” means 100% of the registered capital and equity interests of the Seller held by the Seller Controlling Person.
“Share Recipient” means each Person, other than the Seller Controlling Person, identified on Schedule I.A as a recipient of any portion of the Share Consideration for the account and benefit of the Seller and executing this Agreement as a limited-purpose signatory.
“Share Consideration” means the Class A Ordinary Shares issuable by the Company pursuant to Article IV.
“Share Consideration Value” means the amount equal to the Aggregate Consideration minus the U.S. dollar value of the Non-Share Consideration determined in accordance with Section 3.2.
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“Tax” means any federal, national, provincial, municipal, local or other tax, charge, duty, levy, impost, assessment, withholding or governmental charge of any kind, together with any interest, penalty or addition thereto.
“Target Assets” means the material assets, rights, interests, projects and technology-related rights of the Target disclosed to the Company in connection with the Transactions, including, solely to the extent actually owned, held or legally usable by the Target as of the applicable date, ginseng, in-forest ginseng and related raw-material or biological resources; land, forestland, cultivation and related use or contractual rights; research results, data, know-how, collaboration rights and other rights relating to ginseng active ingredients and ginsenoside fermentation, extraction, conversion or formulation, including rights relating to the KB-120 technology platform to the extent established by the applicable ownership, license or collaboration arrangements; and other assets and rights expressly disclosed to the Company as held by the Target. For the avoidance of doubt, Target Assets does not imply that the Target maintains an integrated or continuously operating business or any particular operating infrastructure.
“Target Equity” means 100% of the registered capital and equity interests of the Target held by the Seller.
“Taizhou Muchi Investment Assets Transfer Agreement” means the investment assets transfer agreement to be entered into by Taizhou Zhongjin, the Seller Controlling Person or a Seller Designee and, to the extent required to effect or recognize the transfer, Zhejiang Muchi, substantially in the form attached as Exhibit D.
“Transaction Documents” means this Agreement, the VIE Agreements, the Ancillary Consideration Agreements, Schedule I, transfer agent instructions, closing certificates, corporate approvals, transfer or assignment notices, consents, confirmations and all other instruments executed in connection with the Transactions.
“Transactions” means the transactions contemplated by this Agreement and the other Transaction Documents.
“VIE Agreements” means, collectively, the following contractual arrangements to be entered into by WFOE, the Seller and, where applicable, the Seller Controlling Person, with such arrangements extending to the Target as a wholly owned subsidiary of the Seller as provided therein, and other relevant parties: (a) the Exclusive Business Cooperation Agreement, pursuant to which WFOE will provide exclusive business, technical, consulting and management services to the Seller and its subsidiaries, including the Target, and obtain substantially all of the economic benefits of the Target; (b) the Equity Pledge Agreement, pursuant to which the Seller Controlling Person will pledge the Seller Equity to WFOE to secure the performance of the obligations of the Seller, the Target and other applicable parties under the VIE Agreements; (c) the Exclusive Purchase Option Agreement, pursuant to which WFOE or its designee will have the exclusive right, to the extent permitted by applicable PRC Law, to purchase all or any portion of the Seller Equity and/or relevant assets of the Seller and its subsidiaries, including the Target; (d) the Power of Attorney / Proxy Agreement, pursuant to which the Seller Controlling Person will irrevocably authorize WFOE or its designee to exercise the Seller Controlling Person’s voting rights and other shareholder rights with respect to the Seller, including rights relating to the Seller’s exercise of shareholder and other control rights with respect to the Target; (e) any Spousal Consent Letter, if applicable; and (f) any undertaking, consent, registration document, confirmation or other ancillary instrument required by PRC Counsel to establish, implement, maintain or perfect WFOE’s contractual control over the Target and substantially all economic benefit rights relating to the Target.
“Changzhou Muchi Investment Assets” means Changzhou Zhongjin’s entire investment position and all economic assets, interests and rights as investor under or arising from the applicable fund investment agreements and the related three-party agreement with Zhejiang Muchi, including (a) the outstanding investment principal, (b) all accrued, unpaid and future investment returns and other amounts payable in respect thereof, (c) all redemption, withdrawal, distribution, liquidation and final settlement proceeds, (d) all fund interests and any cash, property, securities or other assets distributed, returned or delivered to Changzhou Zhongjin in respect of such investments, and (e) all related contractual, enforcement and other investor rights, in each case to the extent held by, payable or deliverable to, or exercisable by Changzhou Zhongjin under the applicable agreements and applicable Law, having an agreed transaction value for purposes of this Agreement of RMB109,380,958.00.
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“Taizhou Muchi Investment Assets” means Taizhou Zhongjin’s entire investment position and all economic assets, interests and rights as investor under or arising from the applicable fund investment agreements and the related three-party agreement with Zhejiang Muchi, including (a) the outstanding investment principal, (b) all accrued, unpaid and future investment returns and other amounts payable in respect thereof, (c) all redemption, withdrawal, distribution, liquidation and final settlement proceeds, (d) all fund interests and any cash, property, securities or other assets distributed, returned or delivered to Taizhou Zhongjin in respect of such investments, and (e) all related contractual, enforcement and other investor rights, in each case to the extent held by, payable or deliverable to, or exercisable by Taizhou Zhongjin under the applicable agreements and applicable Law, having an agreed transaction value for purposes of this Agreement of RMB9,698,760.00.
1.2. Interpretation
Headings are for convenience only and do not affect interpretation. References to Articles, Sections, Exhibits and Schedules are to those of this Agreement unless otherwise stated. Unless the context requires otherwise, words importing the singular include the plural and vice versa; references to a Person include its successors and permitted assigns; “including” means “including without limitation”; and “or” is not exclusive. All references to dollars or “US$” are to United States dollars. All references to RMB are to Renminbi, the lawful currency of the PRC.
ARTICLE II. TRANSACTION STRUCTURE
2.1. VIE Control Arrangements
Subject to the terms and conditions of this Agreement, at the Closing, WFOE, the Seller, the Seller Controlling Person (to the extent applicable) and each other applicable party shall execute and deliver the VIE Agreements substantially in the forms attached hereto as Exhibits A-1 through A-5. From and after the Closing, each applicable party shall perform its obligations under the VIE Agreements in accordance with their terms. The VIE Agreements are intended to provide WFOE with contractual control over the Target and substantially all economic benefits of the Target, together with a pledge over the Seller Equity, voting and other shareholder rights through proxy arrangements with respect to the Seller and its subsidiaries, and exclusive purchase option rights with respect to the Seller Equity and/or relevant assets of the Seller and its subsidiaries to the extent permitted by PRC Law.
2.2. Integrated Consideration Structure
As consideration for the Seller’s, the Seller Controlling Person’s and the Target’s execution, delivery and performance of the VIE Agreements and the other Transaction Documents and the grant of the rights contemplated thereby, the Aggregate Consideration shall be delivered through the following integrated components: (a) the Company shall transfer the HTFX Investment Assets to the Holding Entity pursuant to the HTFX Investment Assets Transfer Agreement; (b) Changzhou Zhongjin shall transfer the Changzhou Muchi Investment Assets to the Seller Controlling Person or a Seller Designee pursuant to the Changzhou Muchi Investment Assets Transfer Agreement; (c) Taizhou Zhongjin shall transfer the Taizhou Muchi Investment Assets to the Seller Controlling Person or a Seller Designee pursuant to the Taizhou Muchi Investment Assets Transfer Agreement; (d) Changzhou Zhongjin shall transfer the Kangma Debt to the Seller Controlling Person or a Seller Designee at the Closing, and shall transfer the Kangma Equity to the Kangma Equity Recipient after completion of the applicable notice, preemptive-right and other transfer procedures, in each case pursuant to the Kangma Equity and Debt Transfer Agreement and subject to the timing and replacement-share provisions of Section 3.6; provided that the Kangma Equity may be replaced by the Kangma Replacement Shares as provided in Section 3.6; and (e) the Company shall issue the Share Consideration to the recipients identified on Schedule I.A, which may include the Seller Controlling Person and/or one or more Share Recipients, pursuant to Article IV, Schedule I.A and the applicable transfer agent instructions. Each such transfer or issuance shall be made pursuant to the Seller’s payment direction under Section 3.8 and otherwise in accordance with this Agreement and the applicable Transaction Document.
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2.3. Target Ownership Structure
The Parties acknowledge that the Seller Controlling Person directly owns 100% of the Seller and the Seller directly owns 100% of the Target. The VIE Agreements will be entered into with respect to the Seller and its subsidiaries, including the Target, so that WFOE obtains contractual control over and substantially all economic benefits of the Target and the Target Assets. The Seller will participate in the VIE Agreements as the entity directly owned by the Seller Controlling Person and the registered holder of the Target Equity, and the Seller Controlling Person will execute such undertakings, consents and ancillary documents as PRC Counsel determines are necessary or advisable to support and maintain the VIE structure.
2.4. No Legal Title Acquisition at Closing
Except for the Company-side assets and rights transferred as Non-Share Consideration, nothing in this Agreement shall be construed as providing that the Company or WFOE will acquire legal title to the Target Equity at Closing. Legal title to the Target Equity shall remain registered in the name of the Seller unless otherwise transferred in accordance with applicable PRC Law and the VIE Agreements. Legal title to the Seller Equity shall remain registered in the name of the Seller Controlling Person unless and until transferred in accordance with applicable Law and the VIE Agreements.
2.5. Single Transaction; No Partial Closing
The Parties intend the Transactions to constitute a single integrated transaction. Except as the Company and the Seller may expressly agree in writing, no Investment Assets transfer, Kangma Debt transfer, share issuance or VIE arrangement shall be treated as finally consummated for purposes of this Agreement unless all conditions to Closing have been satisfied or waived and the Closing occurs; provided that the Kangma Equity may be transferred after the Closing, or replaced by the Kangma Replacement Shares, in each case pursuant to Section 3.6. If any pre-Closing implementation step is taken before the Closing solely for registration, filing or administrative purposes, the Parties shall take such actions as are reasonably necessary to unwind or neutralize such step if this Agreement is terminated before Closing, to the extent permitted by applicable Law.
ARTICLE III. PURCHASE PRICE AND CONSIDERATION
3.1. Aggregate Consideration
The aggregate purchase price for the Transactions is US$159,415,729. The Aggregate Consideration shall be satisfied by the Non-Share Consideration and the Share Consideration in accordance with this Article III and Article IV.
3.2. Valuation of Non-Share Consideration
For purposes of allocating the Aggregate Consideration and calculating the Share Consideration Value: (a) the HTFX Investment Assets shall have a value of US$4,194,167.00; (b) the Changzhou Muchi Investment Assets shall have a value of RMB109,380,958.00, converted into U.S. dollars at the Agreed Exchange Rate; (c) the Taizhou Muchi Investment Assets shall have a value of RMB9,698,760.00, converted into U.S. dollars at the Agreed Exchange Rate; (d) the Kangma Equity shall have a value of RMB8,000,000.00, converted into U.S. dollars at the Agreed Exchange Rate; and (e) the Kangma Debt shall have a value of RMB18,000,000.00, converted into U.S. dollars at the Agreed Exchange Rate. The foregoing values are transaction values agreed solely for purposes of determining consideration under this Agreement and do not constitute a representation or guarantee regarding future investment performance, market value, tax basis or accounting treatment.
3.3. HTFX Investment Assets Transfer
At the Closing, pursuant to the Seller’s irrevocable payment direction and authorization under Section 3.8, the Company shall transfer to the Holding Entity all of the Company’s right, title, economic interest and contractual rights in and to the HTFX Investment Assets pursuant to the HTFX Investment Assets Transfer Agreement, to the fullest extent transferable under the applicable investment management agreement and applicable Law. The transfer is intended to convey the Company’s entire economic interest in the applicable investment, including the outstanding investment principal, all accrued and future investment returns, redemption or withdrawal proceeds, distributions, final settlement proceeds and other property or amounts received in respect of such investment. To the extent any legal, record, account-level or counterparty recognition step cannot be completed at Closing, the Company shall retain no economic benefit in the affected HTFX Investment Assets and shall, pending completion of such step, exercise the affected investor rights only in accordance with the HTFX Investment Assets Transfer Agreement and promptly deliver to the applicable recipient any payment, distribution, property or other proceeds attributable thereto, subject to any withholding required by Law. The HTFX Investment Assets Transfer Agreement shall address all notices, consents, acknowledgments, substitutions, account instructions and other steps required to effect, evidence or perfect the transfer.
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3.4. Changzhou Muchi Investment Assets Transfer
At the Closing, pursuant to the Seller’s irrevocable payment direction and authorization under Section 3.8, Changzhou Zhongjin shall transfer to the Seller Controlling Person or a Seller Designee all of Changzhou Zhongjin’s right, title, economic interest and contractual rights in and to the Changzhou Muchi Investment Assets pursuant to the Changzhou Muchi Investment Assets Transfer Agreement, to the fullest extent transferable under the applicable fund investment agreements, the related three-party agreement and applicable Law. The transfer is intended to convey Changzhou Zhongjin’s entire economic interest in the applicable investments, including the outstanding investment principal, all accrued and future investment returns, redemption or withdrawal proceeds, distributions, final settlement proceeds and other property or amounts received in respect of such investments. To the extent any legal, record, account-level or counterparty recognition step cannot be completed at Closing, Changzhou Zhongjin shall retain no economic benefit in the affected Changzhou Muchi Investment Assets and shall, pending completion of such step, exercise the affected investor rights only in accordance with the Changzhou Muchi Investment Assets Transfer Agreement and promptly deliver to the applicable recipient any payment, distribution, property or other proceeds attributable thereto, subject to any withholding required by Law. The Changzhou Muchi Investment Assets Transfer Agreement shall address all notices, consents, acknowledgments, substitutions, account instructions and other steps required to effect, evidence or perfect the transfer.
3.5. Taizhou Muchi Investment Assets Transfer
At the Closing, pursuant to the Seller’s irrevocable payment direction and authorization under Section 3.8, Taizhou Zhongjin shall transfer to the Seller Controlling Person or a Seller Designee all of Taizhou Zhongjin’s right, title, economic interest and contractual rights in and to the Taizhou Muchi Investment Assets pursuant to the Taizhou Muchi Investment Assets Transfer Agreement, to the fullest extent transferable under the applicable fund investment agreements, the related three-party agreement and applicable Law. The transfer is intended to convey Taizhou Zhongjin’s entire economic interest in the applicable investments, including the outstanding investment principal, all accrued and future investment returns, redemption or withdrawal proceeds, distributions, final settlement proceeds and other property or amounts received in respect of such investments. To the extent any legal, record, account-level or counterparty recognition step cannot be completed at Closing, Taizhou Zhongjin shall retain no economic benefit in the affected Taizhou Muchi Investment Assets and shall, pending completion of such step, exercise the affected investor rights only in accordance with the Taizhou Muchi Investment Assets Transfer Agreement and promptly deliver to the applicable recipient any payment, distribution, property or other proceeds attributable thereto, subject to any withholding required by Law. The Taizhou Muchi Investment Assets Transfer Agreement shall address all notices, consents, acknowledgments, substitutions, account instructions and other steps required to effect, evidence or perfect the transfer.
3.6. Kangma Equity and Debt Transfer
At the Closing, pursuant to the Seller’s irrevocable payment direction and authorization under Section 3.8, Changzhou Zhongjin shall transfer the Kangma Debt to the Seller Controlling Person or a Seller Designee pursuant to the Kangma Equity and Debt Transfer Agreement. The transfer of the Kangma Equity shall not be a condition to the Closing if the applicable notice, preemptive-right or other procedures required for such transfer have not then been completed. Changzhou Zhongjin and the other applicable parties shall use commercially reasonable efforts to complete the transfer of the Kangma Equity to the Kangma Equity Recipient by September 30, 2026 and, if not completed by such date, shall continue such efforts to complete such transfer as soon as practicable thereafter and in any event no later than October 31, 2026. If the transfer of the Kangma Equity has not been completed by October 31, 2026, the Company shall issue the Kangma Replacement Shares to the Seller Controlling Person or a Person designated by the Seller Controlling Person in accordance with applicable securities Laws and the Company’s applicable issuance procedures. Upon such issuance, the obligations of the Company and Changzhou Zhongjin to deliver the Kangma Equity as part of the Aggregate Consideration shall be fully satisfied and discharged, the Kangma Equity shall cease to constitute consideration required to be delivered under this Agreement, and Changzhou Zhongjin shall retain the Kangma Equity. No Person shall be entitled to receive both the Kangma Equity and the Kangma Replacement Shares. The Seller Controlling Person shall identify the Kangma Equity Recipient and the recipient of the Kangma Debt in writing no later than five (5) Business Days before Closing and shall provide such corporate, beneficial ownership, identification, tax and other information concerning each such recipient as Changzhou Zhongjin, the Company, PRC Counsel or the applicable market regulation authority may reasonably require. The Parties shall cooperate to complete the related amendment of Zhongjin Kangma’s articles of association, shareholder register update, market supervision filing and other PRC closing and post-closing procedures relating to the Kangma Equity, and any notice, acknowledgment, assignment, confirmation or other action reasonably required to effect or evidence the transfer of the Kangma Debt.
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3.7. Share Consideration Value
The Share Consideration Value shall be the amount equal to the Aggregate Consideration minus the aggregate U.S. dollar value of the Non-Share Consideration determined under Section 3.2.
3.8. Payment Direction; Satisfaction of Consideration Obligations; No Double Recovery
The Seller hereby irrevocably directs and authorizes the Company and each applicable Company Consideration Party to deliver each applicable portion of the Aggregate Consideration to the Seller Controlling Person, a Seller Designee, the Kangma Equity Recipient or a Share Recipient, as applicable, in accordance with this Agreement and the applicable Transaction Document. Any consideration so delivered, including any Kangma Replacement Shares issued pursuant to Section 3.6 in substitution for the Kangma Equity, shall be deemed delivered to and for the account and benefit of the Seller and shall constitute full satisfaction and discharge of the corresponding obligation of the Company or the applicable Company Consideration Party to deliver such consideration to the Seller. The Seller acknowledges and agrees that it shall have no claim against the Company, WFOE or any Company Consideration Party solely because any portion of the Aggregate Consideration is delivered to a Person other than the Seller in accordance with this Section 3.8. The Seller Controlling Person shall not revoke or modify the designation of any Seller Designee or the Kangma Equity Recipient without the prior written consent of the Seller and the Company. The Share Recipients may be added, removed or substituted only pursuant to a written amendment in accordance with Section 15.6.
3.9. Effect of Investment Assets Transfers; Further Cooperation
The Parties acknowledge that the consideration described in Sections 3.3 through 3.5 consists of the applicable Investment Assets as a whole, and not merely a right to receive periodic investment returns. Subject to the occurrence of the Closing, from and after Closing, the applicable recipient shall be entitled to the entire economic benefit of the Investment Assets transferred to such recipient, including principal, accrued and future returns, distributions, redemption or withdrawal proceeds, final settlement proceeds and any cash, property, securities or other assets distributed, returned or delivered in respect thereof; provided that, pursuant to the applicable Ancillary Consideration Agreement, such recipient shall, from and after Closing, be deemed to have been entitled to all investment returns, distributions, redemption proceeds and other economic benefits attributable to the applicable Investment Assets from and after September 1, 2026. For the avoidance of doubt, if the Closing does not occur, no recipient shall acquire any right to such economic benefits attributable to the Investment Assets from and after September 1, 2026. If any Company-side transferor receives after Closing any payment, distribution, property or other proceeds attributable to Investment Assets transferred to a recipient, such transferor shall promptly deliver or remit the same to such recipient, subject to any withholding required by Law. The Parties shall cooperate in good faith and take all commercially reasonable actions to obtain any manager or counterparty acknowledgment or consent and to complete any substitution, re-registration, account instruction, direct delivery or other step reasonably necessary to cause the applicable recipient to be recognized, to the extent permitted by the underlying agreements and applicable Law, as the holder or beneficiary of the Investment Assets and to receive the full economic benefit thereof.
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ARTICLE IV. SHARE CONSIDERATION; SHARE RECIPIENTS; FINANCIAL ADVISOR SHARES
4.1. Number of Share Consideration
At the Closing, subject to the terms and conditions of this Agreement, the Company shall issue an aggregate of 71,282,488 Class A Ordinary Shares as the Share Consideration, allocated among the recipients identified on Schedule I.A in the respective amounts set forth therein. The Parties acknowledge that such aggregate number of shares reflects the agreed allocation of the Share Consideration for purposes of the Transactions. The aggregate number of Share Consideration shares and the allocation thereof shall be reflected in the Company’s transfer agent instructions.
4.1A. Financial Advisor Shares
In addition to the Share Consideration, the Company shall issue the FA Shares to the Financial Advisor and/or its designees in the aggregate number and allocations set forth on Schedule I.B, pursuant to the applicable financial advisory engagement. The FA Shares are compensation for financial advisory services in connection with the Transactions, are separate from and in addition to the Share Consideration, and do not constitute any portion of the Aggregate Consideration.
4.2. Issuance to Recipients Identified on Schedule I.A
Subject to the terms and conditions of this Agreement, at the Closing the Company shall issue the Share Consideration to the recipients identified on Schedule I.A in the respective amounts set forth therein. The Seller Controlling Person shall receive Share Consideration only if identified on Schedule I.A as a recipient. Each Share Recipient shall have executed this Agreement as a limited-purpose signatory, and the Seller Controlling Person, if receiving Share Consideration, and each Share Recipient shall have completed and delivered an Investor Questionnaire to the Company on or before the execution of this Agreement. The Company is entering into this Agreement and agreeing to issue the Share Consideration in reliance on the identity of the recipients set forth on Schedule I.A and the representations, certifications and information contained in the applicable Investor Questionnaires. No Person not identified as a recipient on Schedule I.A as of the execution of this Agreement shall be entitled to receive any Share Consideration unless this Agreement and Schedule I.A are amended in writing in accordance with Section 15.6 and such Person executes a limited-purpose signature page and delivers an Investor Questionnaire and all other documents or information required by the Company, its transfer agent, Nasdaq or applicable Law, in each case in form and substance reasonably satisfactory to the Company.
For the avoidance of doubt, any Share Consideration issued to the Seller Controlling Person or a Share Recipient identified on Schedule I.A shall be deemed to have been issued at the Seller’s direction and for the Seller’s account and benefit in satisfaction of the Company’s corresponding obligation under this Agreement. The Seller Controlling Person represents, warrants and agrees that each Share Recipient identified on Schedule I.A has been designated pursuant to the authority granted by the Seller under Section 3.8 to receive the number of shares set forth opposite such Share Recipient’s name, and the Seller acknowledges and agrees that issuance of such shares to the Seller Controlling Person or such Share Recipient shall constitute valid discharge of the Company’s corresponding obligation to the Seller.
4.3. Nature of Consideration
The Share Consideration is issued as part of the Aggregate Consideration for the Seller’s, the Seller Controlling Person’s and the Target’s entry into, delivery and performance of the VIE Agreements and the other Transaction Documents, the Seller’s undertakings with respect to the Target Equity, the Seller Controlling Person’s undertakings with respect to the Seller, the Target and the Transactions, the grant to WFOE of contractual control, economic benefit rights, pledge rights, voting proxy rights and exclusive option rights with respect to the Target, and the covenants and obligations of the Seller, the Seller Controlling Person and the Target under this Agreement and the other Transaction Documents.
4.4. No Special Company Governance Rights
Neither the Seller, the Seller Controlling Person nor any Share Recipient shall receive, by virtue of the Transactions, the issuance of the Share Consideration or any other Transaction Document, any Class B ordinary shares, super-voting securities, enhanced voting rights, board designation rights, executive appointment rights or other special governance rights of the Company, except for the rights attaching generally to the Class A Ordinary Shares expressly issued pursuant to this Agreement.
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4.5. No Company Director or Executive Appointment Rights; Nasdaq Change of Control
Neither the Seller, the Seller Controlling Person, any Share Recipient nor any person serving in a management capacity with the Target shall, as a result of or in connection with the Transactions, be appointed to or be entitled to hold any position as a director or executive officer of the Company, or have any contractual right to nominate, designate, appoint, remove or approve any director or executive officer of the Company. Following the Closing, the Seller Controlling Person and his management team shall not participate in the operation, management, control or decision-making of the Target or its assets, except solely to the extent necessary to perform ministerial, shareholder-level or other obligations under the VIE Agreements as directed by WFOE. The Parties intend that the Transactions, including the Share Consideration and the foregoing governance arrangements, not result in a change of control of the Company for purposes of Nasdaq Listing Rule 5110(a). Accordingly, no Transaction Document shall confer on the Seller, the Seller Controlling Person, any Share Recipient or the Target any governance, management, board or executive appointment right over the Company that is inconsistent with that intent, and the Parties shall cooperate in good faith with any reasonable modification requested by the Company to address a Nasdaq concern regarding change of control, provided that such modification does not materially reduce the Aggregate Consideration or the VIE control and economic rights contemplated by the Transactions.
4.6. Securities Law Exemptions; Legends
The Share Consideration shall be issued pursuant to one or more exemptions from registration under the Securities Act and applicable state securities Laws, including Regulation S under the Securities Act, Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, or such other exemption or exemptions as the Company may determine to be available based on the facts and circumstances applicable to the Seller Controlling Person and each Share Recipient. The Seller Controlling Person, if receiving Share Consideration, and each Share Recipient shall satisfy all eligibility, investor qualification, residency, offshore transaction, non-U.S. person, accredited investor, sophistication, investment intent, transfer restriction, beneficial ownership, sanctions, anti-money laundering and other requirements applicable to the exemption or exemptions relied upon by the Company and shall provide all information and certifications reasonably requested by the Company, its counsel or its transfer agent.
The Share Consideration shall be issued as “restricted securities” within the meaning of Rule 144 under the Securities Act and shall be subject to applicable transfer restrictions under the Securities Act and other applicable securities Laws. The Company may instruct its transfer agent to place customary restrictive legends or book-entry notations on the Share Consideration and may remove such legends or notations only in accordance with applicable securities Laws, the Company’s transfer agent procedures and any applicable legal opinion requirements.
4.7. Withholding
The Company and each Company Consideration Party may deduct and withhold from any consideration otherwise payable under this Agreement such amounts as are required to be deducted or withheld under applicable Law relating to Taxes. To the extent amounts are so deducted or withheld and paid to the relevant Governmental Authority, such amounts shall be treated for all purposes as having been paid to the Person in respect of whom such deduction or withholding was made.
ARTICLE V. CLOSING
5.1. Closing
The Closing shall take place remotely by exchange of executed documents and electronic signatures on the third Business Day after the satisfaction or waiver of the conditions set forth in Article X, or at such other time, date or place as the Company and the Seller may agree in writing. The Closing may be deemed effective as of 12:01 a.m. Beijing time on the Closing Date for accounting and operational purposes, unless otherwise agreed.
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5.2. Seller, Seller Controlling Person and Target Closing Deliverables
(a) Executed counterparts of this Agreement and each VIE Agreement to which the Seller, the Seller Controlling Person, the Target or any other applicable Person is a party, substantially in the forms attached hereto as Exhibits A-1 through A-5 and otherwise in form and substance reasonably satisfactory to the Company, WFOE and PRC Counsel.
(b) A certificate of an authorized officer or legal representative of the Target, dated as of the Closing Date, certifying that the representations and warranties of the Target set forth in this Agreement are true and correct in all material respects as of the Closing Date, that the Target has performed in all material respects all covenants required to be performed by it at or before Closing, that no Material Adverse Effect has occurred with respect to the Target, and that the applicable conditions to Closing have been satisfied.
(c) Secretary’s certificates or equivalent corporate certificates of the Seller and the Target, dated as of the Closing Date, certifying true, complete and correct copies of their respective business licenses, articles of association, shareholder registers, capital contribution records, board, shareholder and other internal approvals required to approve the Transaction Documents and the Transactions, and the incumbency and specimen signatures of the applicable authorized signatories.
(d) Closing certificates of the Seller and the Seller Controlling Person, dated as of the Closing Date, certifying that their respective representations and warranties set forth in this Agreement are true and correct in all material respects as of the Closing Date, that each has performed in all material respects the covenants required to be performed by it or him at or before Closing, that the Seller owns 100% of the Target Equity free and clear of Encumbrances other than those created by the Transaction Documents, that the Seller Controlling Person owns 100% of the Seller Equity free and clear of Encumbrances other than those disclosed to the Company or created by the Transaction Documents, and that each has full power, legal capacity and authority, as applicable, to execute and perform the Transaction Documents to which it or he is a party.
(e) The Seller Controlling Person’s written designation of each Seller Designee and the Kangma Equity Recipient, together with all information and documentation required under the applicable Transaction Documents.
(f) Any undertaking, consent or other ancillary document required by PRC Counsel from the Seller Controlling Person or any other relevant Person in connection with the VIE Agreements or the ownership and control structure of the Seller and the Target.
(g) Such other certificates, instruments, registrations, filings or closing deliverables as are expressly required to be delivered by the Seller, the Seller Controlling Person, the Target or any other applicable Person at Closing under the VIE Agreements or the other Transaction Documents.
5.3. Company, WFOE and Company Consideration Party Closing Deliverables
(a) Executed counterparts of this Agreement and each Transaction Document to which the Company, WFOE, Changzhou Zhongjin or Taizhou Zhongjin is a party.
(b) A certificate of an officer of the Company, dated as of the Closing Date, certifying that the representations and warranties of the Company and WFOE set forth in this Agreement are true and correct in all material respects as of the Closing Date, that the Company and WFOE have performed in all material respects all covenants required to be performed by them at or before Closing, and that the applicable conditions to Closing have been satisfied.
(c) Copies of Board and other corporate approvals of the Company required for the Transactions, together with Cayman Islands legal opinion or confirmation relating to the Company’s reliance on home-country practice in lieu of any otherwise applicable Nasdaq shareholder approval requirement as may be required or advisable for the Transactions.
(d) Corporate approvals of WFOE, Changzhou Zhongjin and Taizhou Zhongjin required for the Transaction Documents and the Transactions, together with a closing certificate of each of Changzhou Zhongjin and Taizhou Zhongjin, dated as of the Closing Date, certifying that the representations and warranties made by such party in this Agreement are true and correct in all material respects as of the Closing Date and that such party has performed in all material respects all covenants required to be performed by it at or before Closing, in each case in form reasonably satisfactory to applicable counsel.
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(e) Written instructions to the Company’s transfer agent to issue the Share Consideration in book-entry form to the recipients identified on Schedule I.A and the FA Shares to the recipients identified on Schedule I.B, in each case subject to receipt of all required transfer agent documentation.
(f) Evidence that the Nasdaq Listing of Additional Shares notification has been duly submitted and that any applicable advance-notice or waiting period required by Nasdaq in connection with the issuance of the Share Consideration and the FA Shares and the Kangma Replacement Shares, if required to be issued pursuant to Section 3.6, has expired or been waived or otherwise satisfied.
(g) Evidence reasonably satisfactory to the Seller that the HTFX Investment Assets Transfer Agreement, the Changzhou Muchi Investment Assets Transfer Agreement, the Taizhou Muchi Investment Assets Transfer Agreement and the Kangma Equity and Debt Transfer Agreement have been duly executed and delivered by the Company, Changzhou Zhongjin or Taizhou Zhongjin, as applicable.
5.4. Third-Party Acknowledgments and Consents
To the extent any acknowledgment, consent, confirmation, substitution, re-registration, account instruction or notice from HTFX LIMITED, Zhejiang Muchi or any other third party is required under an underlying agreement or applicable Law to make the transfer of any Investment Assets effective against, or recognized by, such third party, such document or action shall be delivered or completed at or before Closing, unless the Company and the Seller Controlling Person otherwise agree in writing that it may occur after Closing. Any agreed post-Closing action shall not relieve the Company, Changzhou Zhongjin or Taizhou Zhongjin, as applicable, of its obligation to take all commercially reasonable actions necessary to effect, evidence and perfect the applicable transfer and to deliver to the applicable recipient the entire economic benefit of the Investment Assets pending such completion.
5.5. Simultaneous Closing
All actions to be taken and documents to be delivered at the Closing shall be deemed to occur simultaneously, and no action shall be deemed completed until all Closing actions have been completed or waived by the Party entitled to the benefit thereof. For the avoidance of doubt, the foregoing shall not require completion of the transfer of the Kangma Equity at Closing to the extent such transfer is deferred pursuant to Section 3.6.
ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF THE SELLER, SELLER CONTROLLING PERSON AND THE TARGET
Except for Sections 6.36 and 6.37, which are made by the Seller Controlling Person and each Share Recipient severally and not jointly and solely as to itself, the Seller, the Seller Controlling Person and the Target, jointly and severally, represent and warrant to the Company, WFOE and the Company Consideration Parties as follows. The representations and warranties in this Article VI relate to the Seller, the Seller Controlling Person and the Target, as applicable, and are made as of the date of this Agreement and as of the Closing Date, unless expressly made as of a specified date. References in this Article VI to matters “disclosed to the Company” mean matters fairly disclosed in writing with sufficient detail to identify the nature and scope of the matter before the date of this Agreement.
6.1. Organization; Corporate Records
The Seller and the Target are duly organized and validly existing under the Laws of the PRC. Each has all requisite corporate power and authority to own or hold its assets and rights and to perform its obligations under the Transaction Documents. True, complete and current copies of the business licenses, articles of association, shareholder registers, capital contribution records and other material organizational records of the Seller and the Target have been delivered or made available to the Company.
6.2. Authority; Binding Effect
Each of the Seller and the Target has full corporate power and authority to execute and deliver each Transaction Document to which it is a party and to perform its obligations thereunder, and all corporate actions required to authorize the execution, delivery and performance thereof have been or will be validly taken before Closing. The Seller Controlling Person has full legal capacity and authority to execute and deliver each Transaction Document to which he is a party and to perform his obligations thereunder. Each Transaction Document executed by the Seller, the Seller Controlling Person or the Target constitutes, or upon execution will constitute, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity.
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6.3. Capitalization; Ownership of the Seller and Target
The Seller Controlling Person is the sole legal and beneficial owner of 100% of the Seller Equity, and the Seller is the sole legal and beneficial owner of 100% of the Target Equity. All registered capital and equity interests of the Seller and the Target have been duly authorized and validly issued and have been paid or contributed when and to the extent required by applicable Law and their respective organizational documents. Except as disclosed to the Company, there is no unpaid capital contribution, accelerated contribution obligation, capital deficiency, pending capital reduction, obligation to make an additional capital contribution, or agreement to alter the registered capital or equity ownership of the Seller or the Target.
6.4. No Encumbrances; No Other Equity Rights
The Seller Equity and the Target Equity are free and clear of all Encumbrances other than Encumbrances created pursuant to the Transaction Documents or otherwise disclosed to the Company. There are no outstanding options, warrants, convertible securities, subscriptions, preemptive rights, equity purchase rights, rights of first refusal or first offer, shareholder agreements, voting agreements, proxies, profit-sharing arrangements, phantom equity arrangements, nominee arrangements, trusts or other Contracts or rights that would entitle any Person to acquire, vote, control or receive any dividend, distribution or other economic interest in respect of the Seller Equity or the Target Equity, except as disclosed to the Company or created pursuant to the Transaction Documents.
6.5. No Conflicts
The execution, delivery and performance of the Transaction Documents by the Seller, the Seller Controlling Person and the Target, and the consummation of the Transactions, do not and will not (a) violate or conflict with the organizational documents of the Seller or the Target; (b) violate any applicable Law or any judgment, order or decree binding on the Seller, the Seller Controlling Person or the Target; (c) result in a breach of, default under, termination of, acceleration of any obligation under, or loss of any material benefit under any material Contract binding on the Seller, the Seller Controlling Person or the Target; or (d) result in the creation of any Encumbrance on any material asset or right of the Target, other than Encumbrances expressly created by the Transaction Documents.
6.6. Consents; Approvals; Filings
Except for the registrations, filings, consents, notices and approvals expressly contemplated by the Transaction Documents or identified by PRC Counsel, no consent, approval, waiver, authorization, registration, filing or notice with or to any Governmental Authority, contractual counterparty or other Person is required for the Seller, the Seller Controlling Person or the Target to execute, deliver or perform the Transaction Documents or for the VIE Agreements to become effective in accordance with their terms. The Seller, the Seller Controlling Person and the Target have disclosed to the Company all material governmental, contractual or third-party consents that they reasonably believe are required in connection with the Transactions.
6.7. Financial Information
The books, records, trial balances, management accounts and other financial information relating to the Target and the Target Assets that have been furnished or made available to the Company were prepared from records maintained by or for the Target and, to the Knowledge of the Seller, the Seller Controlling Person and the Target, are accurate in all material respects for the purposes for which such information was furnished. Nothing in this Section 6.7 constitutes a representation that any such information has been audited or prepared in accordance with U.S. GAAP or any particular financial reporting framework, except to the extent expressly stated in such information.
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6.8. Books and Records; Supporting Records
The material corporate, financial, ownership, land, forestland, research, cultivation and other records maintained by or for the Target and furnished or made available to the Company are accurate in all material respects to the Knowledge of the Seller, the Seller Controlling Person and the Target. No material record necessary to establish the Target’s ownership of, or contractual or other rights in, any material Target Asset represented to the Company has been intentionally withheld, destroyed or altered in anticipation of the Transactions.
6.9. No Undisclosed Liabilities
The Target has no material liability or obligation of any nature, whether accrued, absolute, contingent, matured, unmatured, asserted or unasserted, except (a) liabilities reflected or reserved against in the most recent financial information delivered to the Company, (b) liabilities arising from the ownership, preservation, maintenance or administration of the Target Assets that are not material individually or in the aggregate, (c) liabilities arising under Contracts disclosed to the Company, and (d) liabilities incurred in connection with the Transaction Documents.
6.10. Absence of Certain Changes
Since the date of the most recent information relating to the Target Assets delivered to the Company, except as disclosed to the Company, (a) no Material Adverse Effect has occurred; (b) no material Target Asset represented to the Company has been sold, transferred, abandoned, harvested, destroyed, materially impaired or subjected to an Encumbrance other than actions disclosed to the Company; (c) no material intellectual property, technology-related right or collaboration right of the Target represented to the Company has been assigned, exclusively licensed, terminated or permitted to lapse; (d) no material borrowing, guarantee, dividend, distribution or related-party transaction has been entered into by the Target except as disclosed to the Company; and (e) neither the Seller nor the Target has agreed or committed to take any of the foregoing actions.
6.11. Title to Assets and Rights
The Target has good and valid title to, or a valid leasehold, license, contractual, collaboration or other enforceable right to use or benefit from, each material Target Asset represented to the Company as being owned, held or usable by the Target, free and clear of Encumbrances other than non-material statutory liens and other Encumbrances disclosed to the Company. No material Target Asset represented to the Company as being owned or held by the Target is owned by the Seller or another Affiliate of the Seller unless such ownership and the Target’s rights with respect thereto have been disclosed to the Company. For the avoidance of doubt, this Section does not constitute a representation that the Target Assets comprise all assets, personnel, facilities, rights or processes necessary to operate an integrated or stand-alone business.
6.12. Land, Forestland and Site Rights
To the extent the Target owns, leases, contracts for, manages, cultivates on or otherwise uses any land, forestland, woodland, agricultural land, planting area, research site or production site that has been disclosed to the Company, the Target has valid rights under applicable Law and the relevant Contracts to use such property for the activities actually conducted thereon. All material certificates, permits, leases, cooperative arrangements, land or forestland use documentation, boundary materials and other documents evidencing such rights that have been provided to the Company are true and complete in all material respects. There is no pending or, to the Knowledge of the Seller, the Seller Controlling Person and the Target, threatened expropriation, requisition, cancellation, material boundary dispute, material access dispute or material challenge to such rights.
6.13. Ginseng, Biological and Cultivation Assets
To the extent the Seller, the Seller Controlling Person or the Target has represented to the Company that the Target owns, controls or has rights in any material ginseng, in-forest ginseng, planting, cultivation, biological, raw-material or similar assets, the Target owns or has valid contractual or use rights in such assets as so represented. To the extent applicable, the Target has maintained records reasonably sufficient to identify the location, planting or acquisition period, species or category, quantity or estimated quantity, cultivation status and other material characteristics represented to the Company. The factual information furnished to the Company concerning such assets, including planting areas, biological resources, survival or density information, cultivation history, photographs, videos, inventories and sampling data, is true and correct in all material respects and is not misleading in any material respect.
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6.14. Condition and Preservation of Biological Assets
Except as disclosed to the Company, the Seller, the Seller Controlling Person and the Target have no Knowledge of any material disease, pest infestation, contamination, unlawful harvesting, material casualty, material environmental condition or other circumstance that has materially impaired the biological or commercial condition of any material ginseng or other biological asset represented to the Company as owned, controlled or maintained by the Target. To the extent the Target is responsible for maintaining any such asset, it has taken commercially reasonable measures required by applicable Law and the relevant Contracts to preserve and maintain such asset.
6.15. Research and Development; Technology Platform
To the extent represented to the Company, the Target owns, is licensed to use, or has valid contractual or collaboration rights with respect to the material research results, laboratory or experimental data, process descriptions, protocols, know-how and other technology-related materials described to the Company. Without limiting the foregoing, to the extent represented to the Company, such rights include rights relating to (a) research results, test data and know-how concerning the ginsenosides F2, Rg3, Rh2, CK and Rg5/Rk1, and (b) the “KB-120” multi-stage compound fermentation technology platform and related technology, know-how and supporting research materials concerning the conversion of higher-glycosylated ginsenosides into rare or lower-molecular-weight ginsenosides. The nature and scope of the Target’s rights in any such research result, technology or platform shall be as established by the applicable ownership, license, cooperation, memorandum or other contractual arrangement disclosed to the Company, and no broader ownership right is represented by this Section.
6.16. Intellectual Property
To the extent any material patent, patent application, trademark, service mark, trade name, copyright, software, domain name, trade secret, know-how, formula, process, technical information or other intellectual property has been represented to the Company as owned by, licensed to or used by the Target, the Target owns, or has valid and enforceable licenses or other rights to use, such intellectual property as represented. All registered intellectual property represented to the Company as owned by the Target is validly registered or applied for in the name of the Target, except as disclosed to the Company. No written claim alleging infringement, misappropriation, invalidity or unauthorized use relating to such material intellectual property is pending or, to the Knowledge of the Seller, the Seller Controlling Person and the Target, threatened, and the Seller, the Seller Controlling Person and the Target have no Knowledge of any material infringement or misappropriation by a third party of intellectual property owned by the Target.
6.17. Research Data; Scientific and Technical Materials
All material research reports, test results, experimental records, technical descriptions, conversion data, assay results, process parameters, project summaries and other scientific or technical materials provided by or on behalf of the Seller, the Seller Controlling Person or the Target to the Company or its advisers, including materials relating to F2, Rg3, Rh2, CK, Rg5/Rk1 and the KB-120 platform, were provided in good faith and accurately reflect in all material respects the underlying records or results from which they were derived. None of the Seller, the Seller Controlling Person or the Target has knowingly fabricated, falsified or materially altered any such scientific or technical information furnished in connection with the Transactions. No representation in this Section constitutes a guarantee of future research results, commercial scalability, regulatory approval, efficacy, bioavailability, functional activity, market acceptance or profitability.
6.18. No Current Product Commercialization; Collaboration Arrangements
Except as disclosed to the Company, the Target does not currently conduct a material product processing, manufacturing, supply, marketing, sales or commercialization business. To the extent the Target has undertaken limited research, development, testing or other preparatory activity relating to health products, nutritional products, food ingredients, botanical ingredients, ginseng-derived ingredients or other products, the material nature and regulatory status of such activity have been disclosed to the Company. Any contemplated future product development or commercialization through a third-party research, development, manufacturing or other collaborator shall not be deemed a current operating capability of the Target unless and to the extent supported by a written arrangement disclosed to the Company.
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6.19. Material Contracts
All material Contracts of the Target relating to any material Target Asset, including land or resource rights, research or technology collaborations, licenses, cultivation arrangements and other material contractual rights represented to the Company, have been disclosed or made available to the Company. Each such Contract is valid and binding on the Target and, to the Knowledge of the Seller, the Seller Controlling Person and the Target, the other parties thereto, subject to customary enforceability qualifications. The Target is not in material breach or default under any such Contract, and no written notice of material breach, termination or non-renewal has been received and remains unresolved.
6.20. No Established Operating Infrastructure
Except as disclosed to the Company, as of the date of this Agreement the Target does not maintain an established revenue-producing operating infrastructure and does not have a material physical operating facility, employee base, market distribution system, sales force, customer base, material operating permits or rights used in an established revenue-producing business, production technology deployed in such a business, or a trade name used in such a business. The Parties acknowledge that the Target Assets are intended principally to support future research-result conversion, development and business activities after Closing. Nothing in this Section limits or qualifies the representations concerning ownership, validity, condition or enforceability of the Target Assets expressly set forth elsewhere in this Article VI.
6.21. Inventory and Materials
To the extent the Target maintains material inventory, raw materials, biological materials or other similar property that has been reflected in information provided to the Company or represented as owned by the Target, such property is owned by the Target subject only to Encumbrances disclosed to the Company. To the extent applicable to the activities actually conducted by the Target, such property has been stored, handled and maintained in material compliance with applicable Law. No material write-down, destruction, recall or quarantine of such property is required as of the date of this Agreement except as reflected in the financial information or otherwise disclosed to the Company.
6.22. Compliance with Laws; Permits
The Target is and, during the period relevant to the activities and assets disclosed to the Company, has been in material compliance with applicable Laws relating to corporate registration, land and forestland use, forestry, agriculture, environmental protection, work safety, product quality, food and health products, research activities, intellectual property, Tax, labor and employment, advertising, data protection, cybersecurity and contractual performance, in each case only to the extent applicable to the activities actually conducted by, or assets and rights actually held or used by, the Target. The Target holds all material licenses, permits, approvals, filings, registrations and qualifications required for such activities and assets, and all such material permits are valid and in full force and effect.
6.23. Environmental, Forestry and Agricultural Matters
To the extent applicable to any material asset, right or activity of the Target disclosed to the Company, the Target is in material compliance with applicable environmental, forestry, agricultural, ecological protection and natural-resource Laws. Except as disclosed to the Company, the Target has not received any unresolved material notice, order or demand relating to illegal land or forestland use, unlawful harvesting, environmental remediation, ecological restoration, pollution, hazardous materials, soil or water contamination or violation of forestry or agricultural restrictions. To the Knowledge of the Seller, the Seller Controlling Person and the Target, there is no condition relating to any such material asset or right that would reasonably be expected to result in a material remediation or restoration obligation of the Target.
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6.24. Product Safety; Health and Safety
To the extent applicable to any limited activity actually undertaken by the Target before Closing, the Target is in material compliance with applicable occupational health and safety Laws and applicable product, food or quality-control requirements. Except as disclosed to the Company, there has been no material product recall, material safety incident, material contamination event or material workplace accident involving the Target that remains unresolved or that would reasonably be expected to result in a material liability of the Target. Nothing in this Section constitutes a representation that the Target currently conducts manufacturing, sales or other product commercialization operations.
6.25. Regulatory Matters; Governmental Proceedings
The Target has not received any unresolved written notice from any Governmental Authority alleging a material violation of Law or requiring a material investigation, rectification, penalty, suspension, shutdown, revocation, cancellation or corrective action relating to any material asset, right or activity of the Target. There is no pending or, to the Knowledge of the Seller, the Seller Controlling Person and the Target, threatened governmental investigation or administrative proceeding that would reasonably be expected to materially impair any material asset or right of the Target, the validity of the VIE Agreements or the consummation of the Transactions.
6.26. Taxes
The Target has timely filed all material Tax returns required to be filed and has paid all material Taxes required to be paid, except Taxes being contested in good faith by appropriate proceedings and adequately reserved for in the financial information delivered to the Company. There are no material Tax liens on any asset or right of the Target other than statutory liens for Taxes not yet due and payable. There is no pending or, to the Knowledge of the Seller, the Seller Controlling Person and the Target, threatened material Tax audit, assessment, dispute or claim against the Target.
6.27. No Employees; Personnel Arrangements
As of the date of this Agreement, the Target has no employees and does not maintain an employee base. Any material independent contractor, consultant, research-collaboration or other personnel arrangement relating to a material Target Asset has been disclosed to the Company. Except as disclosed to the Company, there is no material labor or personnel dispute or proceeding pending or, to the Knowledge of the Seller, the Seller Controlling Person and the Target, threatened against the Target.
6.28. Employee-Related Liabilities
The Target has no material outstanding liability for unpaid wages, severance, social insurance, housing fund contributions or other mandatory employee benefits relating to any current or former employee. The Target does not maintain any material pension, bonus, equity incentive, welfare, severance or other employee benefit plan, except as disclosed to the Company.
6.29. Data Protection; Cybersecurity
To the extent the Target collects, stores, processes or transfers personal information, research data or other data regulated by applicable Law, it has done so in material compliance with applicable data protection, privacy, cybersecurity and data-security requirements. Except as disclosed to the Company, the Target has not experienced any material cybersecurity incident, unauthorized access, data breach or loss of data that has resulted in or would reasonably be expected to result in material liability.
6.30. Insurance
The material insurance policies maintained by the Target, if any, have been disclosed to the Company. Such policies are in force and no written notice of cancellation or material non-renewal has been received and remains unresolved. No material claim by the Target under any such policy has been denied on the basis of fraud or intentional misrepresentation.
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6.31. Litigation and Claims
There is no action, arbitration, litigation, claim, administrative proceeding, investigation or inquiry pending or, to the Knowledge of the Seller, the Seller Controlling Person and the Target, threatened against the Seller, the Seller Controlling Person, the Target or any material asset or right of the Target that would reasonably be expected to result in a material liability, materially impair any material asset, right or activity of the Target, challenge ownership of the Seller Equity or the Target Equity, or prevent or materially delay the Transactions. The Target is not subject to any material unsatisfied judgment, order or award.
6.32. Related-Party Transactions
All material Contracts, arrangements, loans, advances, guarantees, asset transfers, service arrangements and other transactions between the Target, on the one hand, and the Seller, the Seller Controlling Person or any of their respective Affiliates, family members or related parties, on the other hand, have been disclosed to the Company. Except as disclosed to the Company, no such related party owns any material asset, intellectual property or other material right represented to the Company as owned by the Target or has any material claim against the Target.
6.33. Anti-Bribery; Improper Payments
Neither the Seller nor the Seller Controlling Person nor, to the Knowledge of the Seller, the Seller Controlling Person and the Target, the Target or any director, officer, employee or other Person acting on behalf of the Target has, in connection with any activity of the Target, knowingly offered, authorized, made or received any material payment, gift or other thing of value in violation of applicable anti-bribery, anti-corruption or commercial bribery Laws.
6.34. Full Disclosure; Due Diligence Materials
All factual information, documents, certificates, statements, schedules, responses to diligence requests, photographs, videos, asset descriptions, valuation materials and research materials furnished or made available by or on behalf of the Seller, the Seller Controlling Person or the Target to the Company, WFOE or their advisers specifically in connection with the evaluation, negotiation or consummation of the Transactions are, to the Knowledge of the Seller, the Seller Controlling Person and the Target, true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the factual information provided, in light of the circumstances in which it was provided, not misleading. None of the Seller, the Seller Controlling Person or the Target has knowingly withheld from the Company any material fact or document relating to the ownership, condition, legality, use, validity or transferability of the Seller Equity, the Target Equity or any material Target Asset that would reasonably be expected to be material to the Company’s decision to enter into this Agreement.
6.35. Information Supplied for SEC, Nasdaq and Other Disclosure
No factual information supplied or to be supplied in writing by or on behalf of the Seller, the Seller Controlling Person or the Target specifically for inclusion or incorporation by reference in any SEC filing, Nasdaq submission, shareholder communication or press release of the Company will, when so supplied, contain an untrue statement of a material fact or omit to state a material fact necessary to make the information supplied, in light of the circumstances under which it was supplied, not misleading.
6.36. Investment Representations of Seller Controlling Person and Share Recipients
Each Share Recipient has completed, executed and delivered to the Company, on or before the execution of this Agreement, an Investor Questionnaire in connection with the proposed issuance of Share Consideration to such Share Recipient. If the Seller Controlling Person is receiving any Share Consideration, the Seller Controlling Person has likewise completed, executed and delivered an Investor Questionnaire to the Company on or before the execution of this Agreement. Each such Person acknowledges that the Company is relying on the truth, accuracy and completeness of such Investor Questionnaire, including the investment intent, investor eligibility, Regulation D / Section 4(a)(2), Regulation S, transfer restriction, beneficial ownership, sanctions, anti-money laundering, tax and other representations, certifications and information contained therein, in entering into this Agreement, determining such Person’s eligibility to receive Share Consideration and determining the availability of an exemption from registration under the Securities Act. The representations, certifications and information contained in each Investor Questionnaire shall be deemed made by the Person delivering such Investor Questionnaire to the Company for purposes of the issuance of the Share Consideration, and the Company shall be entitled to rely thereon. Each Share Recipient makes the representations applicable to such Person severally and not jointly.
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6.37. Non-Affiliation; Independent Investment Decision; No Group Arrangement
(a) Each Share Recipient represents and warrants, severally and not jointly and solely as to itself, that such Person is not an Affiliate of the Seller, the Seller Controlling Person or any other Share Recipient, except as expressly disclosed in writing to the Company before the execution of this Agreement. The Seller Controlling Person represents and warrants, solely as to himself, that he has disclosed in writing to the Company before the execution of this Agreement any Share Recipient that is an Affiliate of the Seller or the Seller Controlling Person.
(b) Each of the Seller Controlling Person and each Share Recipient further represents and warrants, severally and not jointly and solely as to itself, that such Person has made its own independent decision to enter into the Transactions and, if applicable, to receive the Share Consideration based on such Person’s own review, investigation and judgment and consultation with its own legal, tax, financial and other advisers as such Person has deemed necessary or appropriate, and has not relied on any other Share Recipient or any Affiliate, representative, adviser or agent of any other Share Recipient in making such decision.
(c) Each of the Seller Controlling Person and each Share Recipient further represents and warrants, severally and not jointly and solely as to itself, that such Person has no agreement, arrangement or understanding, whether written or oral, with any other Share Recipient to act together, as a group or in concert with respect to the ownership, voting, transfer, disposition or resale of any Share Consideration, except as expressly set forth in this Agreement, such Person’s Investor Questionnaire or otherwise disclosed in writing to the Company before the execution of this Agreement.
6.38. Independent Review; No Reliance
Each of the Seller, the Seller Controlling Person and the Target has conducted its own independent review and due diligence with respect to the Company, WFOE, the Transaction Documents and the Transactions to the extent it has deemed appropriate, has had the opportunity to consult independent legal, tax, accounting, financial and other advisers, understands the structure and consequences of the Transactions, and is not relying on the Company, WFOE or their advisers for legal, tax, accounting, financial or regulatory advice, except for the representations and warranties expressly set forth in the Transaction Documents.
6.39. No Brokers
No broker, finder, financial advisor, investment banker or other Person is entitled to any fee, commission or other compensation in connection with this Agreement or the Transactions based upon any arrangement made by or on behalf of the Seller, the Seller Controlling Person, the Target or any of their Affiliates. The Seller shall be solely responsible for any such fee, commission or compensation.
6.40. Seller Payment Direction; Corporate Authorization
The Seller has duly authorized the payment and delivery of the Aggregate Consideration to the Seller Controlling Person, the Seller Designees, the Kangma Equity Recipient and the Share Recipients, as applicable, in accordance with this Agreement, including by all corporate, shareholder or other action required under its organizational documents and applicable Law. The Seller represents and warrants that such payment direction and the performance thereof do not violate its organizational documents, any applicable Law, any material Contract binding on the Seller, or any restriction on distributions, transfers of value or payments to shareholders applicable to the Seller, and do not require any consent or approval that has not been obtained or will not be obtained before Closing. The Seller acknowledges that all consideration delivered in accordance with Section 3.8 is delivered for its account and benefit and constitutes valid consideration to the Seller for the Transactions notwithstanding delivery to the Seller Controlling Person, a Seller Designee, the Kangma Equity Recipient or a Share Recipient.
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ARTICLE VII. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND COMPANY CONSIDERATION PARTIES
The Company and WFOE represent and warrant to the Seller, the Seller Controlling Person and the Target as set forth in this Article VII, and each Company Consideration Party represents and warrants with respect to those provisions of this Article VII that expressly relate to such Company Consideration Party or its assets, rights or obligations. Each representation and warranty is made as of the date of this Agreement and as of the Closing Date, unless expressly made as of a specified date.
7.1. Organization; Standing
The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. WFOE, Changzhou Zhongjin and Taizhou Zhongjin are duly organized and validly existing under the laws of the PRC. Each has all requisite corporate power and authority to own and operate its properties and conduct its business as currently conducted.
7.2. Authority; Binding Effect
Each of the Company, WFOE, Changzhou Zhongjin and Taizhou Zhongjin has full corporate power and authority to execute and deliver each Transaction Document to which it is a party and to perform its obligations thereunder, subject to receipt of the approvals, filings and Nasdaq-related requirements contemplated hereby. Upon execution, each such Transaction Document will constitute a legal, valid and binding obligation of the applicable party, enforceable against such party in accordance with its terms, subject to customary enforceability qualifications.
7.3. Capitalization
The Company’s authorized share capital and issued and outstanding shares are as disclosed in the Company’s SEC filings or as otherwise updated in writing to the Seller. The Share Consideration and the FA Shares and the Kangma Replacement Shares, if issued pursuant to Section 3.6, when issued in accordance with this Agreement and, in the case of the FA Shares, the applicable financial advisory engagement, will be duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights under the Company’s memorandum and articles of association, except for restrictions arising under securities Laws and the Transaction Documents.
7.4. SEC Reports
During the twelve (12) months prior to the date of this Agreement, the Company has filed or furnished all material reports, forms and documents required to be filed or furnished by it under the Securities Act and the Exchange Act. As of their respective filing or furnishing dates, such reports complied in all material respects with applicable requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, subject to subsequent amendments and corrections.
7.5. Nasdaq Listing
The Class A Ordinary Shares are listed on Nasdaq. To the Knowledge of the Company, as of the date of this Agreement, the Company has not received any unresolved notice from Nasdaq that would prohibit the issuance of the Share Consideration or the FA Shares or the Kangma Replacement Shares, if issued pursuant to Section 3.6, subject to the Nasdaq notifications, home-country practice requirements and other requirements contemplated by this Agreement.
7.6. No Conflicts
The execution, delivery and performance of the Transaction Documents by the Company, WFOE, Changzhou Zhongjin and Taizhou Zhongjin, as applicable, do not and will not conflict with or violate their respective organizational documents, applicable Law, any order binding upon them, or any material Contract to which they are a party, except for approvals, filings and notifications contemplated by this Agreement.
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7.7. Consents
No consent, approval, authorization, filing or notice is required for the Company, WFOE, Changzhou Zhongjin or Taizhou Zhongjin, as applicable, to execute, deliver or perform the Transaction Documents to which it is a party, other than Board or other corporate approvals, Nasdaq notifications or home-country practice matters, SEC filings, transfer agent processing, PRC filings and other approvals, consents, authorizations, filings or notices identified by counsel or otherwise required to consummate the Transactions.
7.8. Ownership and Existence of HTFX Investment Assets
The Company is the lawful holder of the HTFX Investment Assets to be transferred pursuant to the HTFX Investment Assets Transfer Agreement and has not created any Encumbrance on such Investment Assets other than as disclosed in writing to the Seller. The underlying investment management agreement with HTFX LIMITED furnished to the Seller is the agreement pursuant to which the Company made the relevant investment and, to the Knowledge of the Company, remains in effect with respect to the outstanding investment position to be transferred. Except as disclosed in writing to the Seller, the Company has not previously sold, assigned, transferred, waived or released any material portion of the HTFX Investment Assets or taken any action to redeem, withdraw, terminate or otherwise materially reduce the investment position to be transferred.
7.9. Ownership and Existence of Changzhou Muchi Investment Assets
Changzhou Zhongjin is the lawful holder of the Changzhou Muchi Investment Assets to be transferred pursuant to the Changzhou Muchi Investment Assets Transfer Agreement and has not created any Encumbrance on such Investment Assets other than as disclosed in writing to the Seller. The underlying fund investment agreements and related three-party agreement furnished in connection with the Transactions evidence Changzhou Zhongjin’s investor position relating to the applicable investments and the succession of Zhejiang Muchi to the applicable manager-side rights and obligations. Except as disclosed in writing to the Seller, Changzhou Zhongjin has not previously sold, assigned, transferred, waived or released any material portion of the Changzhou Muchi Investment Assets or taken any action to redeem, withdraw, terminate or otherwise materially reduce the investment position to be transferred.
7.10. Ownership and Existence of Taizhou Muchi Investment Assets
Taizhou Zhongjin is the lawful holder of the Taizhou Muchi Investment Assets to be transferred pursuant to the Taizhou Muchi Investment Assets Transfer Agreement and has not created any Encumbrance on such Investment Assets other than as disclosed in writing to the Seller. The underlying fund investment agreements and related three-party agreement furnished in connection with the Transactions evidence Taizhou Zhongjin’s investor position relating to the applicable investments and the succession of Zhejiang Muchi to the applicable manager-side rights and obligations. Except as disclosed in writing to the Seller, Taizhou Zhongjin has not previously sold, assigned, transferred, waived or released any material portion of the Taizhou Muchi Investment Assets or taken any action to redeem, withdraw, terminate or otherwise materially reduce the investment position to be transferred.
7.11. Kangma Equity and Debt
Changzhou Zhongjin is the legal and beneficial owner of the Kangma Equity, free and clear of Encumbrances created by Changzhou Zhongjin other than any restriction arising under applicable Law or the organizational documents of Zhongjin Kangma that has been disclosed to the Seller. The Kangma Equity has been duly authorized and validly issued, and Changzhou Zhongjin has not entered into any outstanding agreement to sell, transfer, pledge or otherwise dispose of the Kangma Equity other than the Kangma Equity and Debt Transfer Agreement and the Transactions. Changzhou Zhongjin is the lawful holder of the Kangma Debt and, except as disclosed in writing to the Seller, has not previously sold, assigned, transferred, waived, released or encumbered the Kangma Debt. The transfer of the Kangma Equity will be effected subject to applicable PRC corporate, tax and registration requirements and the rights, if any, of other shareholders under applicable Law and the organizational documents of Zhongjin Kangma, and the Kangma Debt will be transferred in accordance with the Kangma Equity and Debt Transfer Agreement and applicable Law.
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7.12. No Guarantee of Future Investment Performance
Except for the express representations in Sections 7.8 through 7.11 regarding ownership and existence of the applicable Investment Assets, the Kangma Equity and the Kangma Debt, neither the Company nor any Company Consideration Party guarantees the future investment performance, market value or ultimate amount or timing of realization of any Investment Assets or the Kangma Equity, or the timing or collectibility of the Kangma Debt after the applicable transfer. The Seller acknowledges that the transaction values assigned to such consideration components are agreed values for purposes of this Agreement. Nothing in this Section 7.12 limits the obligation of the applicable transferor to transfer the entire Investment Assets contemplated by Sections 3.3 through 3.5 or the Kangma Equity or Kangma Debt contemplated by Section 3.6, or to deliver or remit to the applicable recipient any payment, distribution, property or other proceeds attributable thereto.
7.13. Independent Review; No Reliance
Each of the Company, WFOE and the Company Consideration Parties has conducted its own independent review and due diligence with respect to the Seller, the Target, the Transaction Documents and the Transactions to the extent it has deemed appropriate, has had the opportunity to consult independent legal, tax, accounting, financial and other advisers, and is not relying on the Seller, the Target or their advisers for legal, tax, accounting, financial or regulatory advice, except for the representations and warranties expressly set forth in the Transaction Documents.
7.14. No Other Representations
Except for the representations and warranties expressly set forth in this Article VII and the applicable Ancillary Consideration Agreement, none of the Company, WFOE, the Company Consideration Parties or their Affiliates makes any other express or implied representation or warranty concerning the Non-Share Consideration, and the Seller, the Seller Controlling Person and Target acknowledge that they are not relying on any representation or warranty not expressly set forth herein or therein.
7.15. No Brokers
Except as set forth on Schedule 7.15 of the Disclosure Schedules, no broker, finder, financial advisor, investment banker or other Person is entitled to any fee, commission or other compensation in connection with this Agreement or the Transactions based upon any arrangement made by or on behalf of the Company, WFOE or the Company Consideration Parties. Any such disclosed fee or compensation shall be the responsibility of the party that engaged the applicable intermediary. The aggregate number and allocation of any FA Shares issuable as such compensation shall be as set forth on Schedule I.B.
ARTICLE VIII. COVENANTS PENDING CLOSING
8.1. Preservation of Target Assets, Rights and Activities
From the date hereof until the Closing or earlier termination of this Agreement, the Seller shall cause the Target to preserve in all material respects the Target Assets and the material permits, records and contractual rights relating thereto. Without the prior written consent of WFOE, the Target shall not: amend its organizational documents; issue or transfer equity; incur material debt other than liabilities reasonably necessary to preserve or maintain the Target Assets; create material Encumbrances; sell, transfer, abandon, harvest or dispose of any material Target Asset other than as disclosed to the Company; materially alter any cultivation or biological-asset maintenance practice actually being conducted; assign or exclusively license any material intellectual property, technology-related right or collaboration right; enter into, amend or terminate any material Contract relating to a Target Asset; make any material related-party transfer; or take any action that would reasonably be expected to impair the VIE Agreements, any material Target Asset or the Closing. Nothing in this Section constitutes a representation or covenant that the Target conducts an integrated or continuously operating business or maintains any particular workforce, customer base, supplier network, sales force, distribution system or operating process.
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8.2. Preservation of Non-Share Consideration
From the date hereof until the Closing or earlier termination of this Agreement, the Company, Changzhou Zhongjin and Taizhou Zhongjin, as applicable, shall not sell, assign, transfer, redeem, withdraw, terminate, waive, release, compromise, subordinate, encumber or otherwise materially impair or reduce any Investment Assets to be transferred at Closing, except with the prior written consent of the Seller. Any payment, distribution, redemption proceeds, returned principal, property or other amount received by any such transferor on or after September 1, 2026 and before Closing that is attributable to the Investment Assets shall, subject to the occurrence of the Closing, be retained for delivery to the applicable recipient at Closing and shall constitute part of the applicable Investment Assets for purposes of this Agreement. If this Agreement is terminated before Closing, the foregoing arrangement shall cease to apply and no applicable recipient shall have any right or claim to any such payment, distribution, proceeds, property or other amount, unless otherwise agreed in writing by the Seller and the Company.. The Company, Changzhou Zhongjin and Taizhou Zhongjin shall also preserve the Kangma Equity and the Kangma Debt in accordance with the Transactions, and Changzhou Zhongjin shall not transfer or encumber the Kangma Equity or sell, assign, transfer, waive, release, compromise, subordinate, encumber or otherwise impair the Kangma Debt, except pursuant to the Kangma Equity and Debt Transfer Agreement or with the prior written consent of the Seller.
8.3. Access and Diligence
The Seller and the Target shall provide the Company, WFOE and their representatives reasonable access to the Target’s books, records, facilities, personnel, advisers, contracts, licenses, bank information, Tax filings, corporate records and other information reasonably requested for legal, financial, accounting, tax, business and regulatory diligence, subject to confidentiality obligations.
8.4. Preparation of VIE Agreements
The Parties shall cooperate in good faith to finalize the VIE Agreements in form and substance satisfactory to the Company, WFOE and PRC Counsel. The Seller, the Seller Controlling Person and the Target shall not unreasonably object to changes requested by PRC Counsel to improve enforceability, registration, accounting consolidation, control, economic benefit transfer, regulatory compliance or consistency with the Company’s existing VIE structure.
8.5. Preparation of Ancillary Consideration Agreements
The applicable Parties shall cooperate in good faith to finalize the Ancillary Consideration Agreements consistent with this Agreement and the underlying agreements. The Company, the Seller and the Seller Controlling Person shall resolve any drafting inconsistency among such documents so that the aggregate economic consideration remains consistent with Article III unless otherwise agreed in writing.
8.6. Nasdaq and Cayman Matters
The Company shall use commercially reasonable efforts to complete the Nasdaq Listing of Additional Shares notification and any Nasdaq notification or submission relating to the Company’s reliance on home-country practice in lieu of shareholder approval, and to obtain or cause to be delivered any related Cayman Islands legal opinion or corporate confirmation reasonably required for such purpose. The Seller and the Target shall promptly provide information reasonably requested by the Company in connection with such submissions.
8.7. Regulatory Cooperation
The Parties shall cooperate in obtaining any approvals, registrations, filings, notices, certificates, legal opinions, confirmations or acknowledgments required or advisable in connection with the Transaction Documents, including PRC market supervision filings for the equity pledge and Kangma Equity transfer, and any notice, acknowledgment or other action required for the Kangma Debt transfer, transfer or assignment notices, acknowledgments or consents, SEC filings and transfer agent processing.
8.8. No Solicitation
From the date hereof until termination, neither the Seller nor the Target shall solicit, initiate, encourage, negotiate, accept or enter into any proposal, arrangement or transaction involving the sale, transfer, pledge, option, contractual control, financing, merger, consolidation, business combination or other disposition of any Target Equity, equity interest of the Target, material assets or rights of the Target, other than the Transactions.
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8.9. Notice of Developments
Each Party shall promptly notify the other Parties of any event, development, claim, investigation, notice, breach or circumstance that would reasonably be expected to cause any representation or warranty to be untrue in any material respect, prevent any condition from being satisfied, materially delay the Closing, impair the validity or enforceability of any Transaction Document or materially affect any consideration component.
ARTICLE IX. ADDITIONAL COVENANTS AND POST-CLOSING MATTERS
9.1. VIE Pledge Registration
From and after Closing, the Seller, the Seller Controlling Person, and WFOE shall cooperate to complete, or cause to be submitted for registration, the Seller Equity pledge created pursuant to the Equity Pledge Agreement with the applicable PRC market supervision authority as soon as practicable after Closing and within the time required by applicable Law or the Equity Pledge Agreement, unless delayed by the applicable authority or waived by WFOE.
9.2. Kangma Equity and Debt Transfer Matters
Following the Closing, if the Kangma Equity has not been transferred at Closing, the applicable Parties shall continue to take all actions required under Section 3.6 and the Kangma Equity and Debt Transfer Agreement to complete such transfer as soon as practicable and in any event no later than October 31, 2026, unless the Kangma Replacement Shares are issued pursuant to Section 3.6. The applicable Parties shall cooperate to complete all post-Closing filings, registrations, shareholder register updates, articles of association amendments and other corporate actions necessary to record the transfer of the Kangma Equity to the Kangma Equity Recipient, and to execute and deliver any notice, acknowledgment, assignment, confirmation or other document and take any other commercially reasonable action necessary to effect, evidence or perfect the transfer of the Kangma Debt to the applicable recipient.
9.3. Investment Assets; Transfer and Perfection
The Company, Changzhou Zhongjin or Taizhou Zhongjin, as applicable, the Seller Controlling Person and the applicable Seller Designee shall cooperate after Closing to execute and deliver any additional notice, acknowledgment, consent, substitution, confirmation, account instruction, power, direction or other document and take any other commercially reasonable action necessary to effect, evidence or perfect the transfer of the HTFX Investment Assets, Changzhou Muchi Investment Assets or Taizhou Muchi Investment Assets in accordance with Sections 3.3 through 3.5 and the applicable Ancillary Consideration Agreement. Pending completion of any such post-Closing step, the applicable Company-side transferor shall not retain any economic benefit in the affected Investment Assets and shall comply with Section 3.9.
9.4. Accounting Cooperation
The Seller, the Seller Controlling Person and the Target shall provide all information, access, confirmations and supporting documents reasonably requested by the Company or its auditors to support the Company’s accounting and SEC reporting analysis relating to the Transactions, including any applicable consolidation, purchase accounting, significance, financial-statement or pro forma requirements and related determinations.
9.5. Target Management; Company Governance
From and after Closing, the Target and its assets shall be managed under the direction of WFOE and by the management team designated by the Company and/or Changzhou Zhongjin, subject in all cases to the VIE Agreements and applicable Law. The Seller Controlling Person and his management team shall not participate in the operation, management, control or decision-making of the Target or its assets, except solely to the extent necessary to perform ministerial, shareholder-level or other obligations under the VIE Agreements as directed by WFOE. For the avoidance of doubt, neither the Seller Controlling Person, any Share Recipient nor any person previously serving in a management capacity with the Target shall, by reason of the Transactions, obtain any director, executive officer, nomination, appointment or other control right at the Company, as provided in Section 4.5. Any commercial supply, e-commerce, distribution or other business cooperation between Zhongjin Kangma or other Company Affiliates and the Target shall be documented separately and shall not be deemed part of the consideration under this Agreement unless expressly stated in writing.
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9.6. Further Assurances
Each Party shall execute and deliver such further instruments and take such further actions as reasonably requested by any other Party to carry out the purposes of this Agreement and the Transaction Documents.
ARTICLE X. CONDITIONS TO CLOSING
10.1. Conditions to Obligations of All Parties
(a) No Governmental Authority shall have issued any order, injunction or Law prohibiting, restraining or materially impairing the consummation of the Transactions, and no unresolved PRC legal issue identified by PRC Counsel shall prevent the execution, delivery or effectiveness of the VIE Agreements or the consummation of the Closing.
(b) The VIE Agreements, substantially in the forms attached hereto as Exhibits A-1 through A-5 and with such changes as may be approved by the Company, WFOE and PRC Counsel, shall have been executed and delivered by all applicable parties.
(c) Each Ancillary Consideration Agreement shall have been executed and delivered by the applicable parties and shall be effective at Closing, subject only to post-Closing filings or perfection steps expressly permitted by this Agreement; provided that completion of the transfer of the Kangma Equity may occur after Closing in accordance with Section 3.6 and the Kangma Equity and Debt Transfer Agreement.
(d) The Company shall have submitted the Nasdaq Listing of Additional Shares notification and any other required Nasdaq notice or submission, any applicable advance-notice or waiting period required by Nasdaq in connection with the issuance of the Share Consideration , the FA Shares and the Kangma Replacement Shares, if required to be issued pursuant to Section 3.6, shall have expired or been waived or otherwise satisfied, and Nasdaq shall not have objected to the issuance or the Transactions in a manner that prevents Closing.
(e) To the extent the Company relies on home-country practice in lieu of a Nasdaq shareholder approval requirement, the Company shall have received such Cayman Islands legal opinion or corporate confirmation and completed such Nasdaq process as the Company reasonably determines is necessary or advisable to support such reliance.
(f) All other Transaction Documents required to be executed at Closing shall have been executed and delivered by the applicable parties.
10.2. Conditions to Obligations of the Company and Company Consideration Parties
(a) The representations and warranties of the Seller, the Seller Controlling Person and Target shall be true and correct in all material respects as of the Closing Date.
(b) The Seller, the Seller Controlling Person and Target shall have performed all covenants and obligations required to be performed by them at or before Closing in all material respects.
(c) There shall have been no Material Adverse Effect with respect to the Target.
(d) The Seller shall own 100% of the Target Equity, and the Seller Controlling Person shall own 100% of the Seller Equity, in each case free and clear of Encumbrances other than those created by the Transaction Documents or otherwise disclosed to and accepted by the Company.
(e) The Seller, the Seller Controlling Person and Target shall have delivered all Closing deliverables required by Section 5.2.
(f) The Company shall be satisfied with its legal, asset, financial, tax, regulatory and accounting diligence review of the Target and the Target Assets.
(g) The Company shall have received from each Share Recipient and, if the Seller Controlling Person is receiving Share Consideration, from the Seller Controlling Person, any updates or confirmations to the Investor Questionnaire delivered at or before execution of this Agreement, together with any tax forms, identification documents, transfer agent documents and other information required by the Company, its transfer agent, Nasdaq or applicable Law.
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10.3. Conditions to Obligations of Seller, Seller Controlling Person and Target
(a) The representations and warranties of the Company, WFOE and the Company Consideration Parties shall be true and correct in all material respects as of the Closing Date.
(b) The Company, WFOE and the Company Consideration Parties shall have performed all covenants and obligations required to be performed by them at or before Closing in all material respects.
(c) The Company, WFOE and the Company Consideration Parties shall have delivered all Closing deliverables required by Section 5.3.
(d) The Company’s transfer agent shall be prepared to issue the Share Consideration following receipt of final closing instructions and required documentation.
(e) The Company, Changzhou Zhongjin and Taizhou Zhongjin, as applicable, shall have performed, or shall concurrently with the Closing perform, their respective obligations under the Ancillary Consideration Agreements required to be performed at Closing in accordance with this Agreement; provided that completion of the transfer of the Kangma Equity shall not be required at Closing to the extent deferred pursuant to Section 3.6.
ARTICLE XI. TERMINATION
11.1. Termination Rights
This Agreement may be terminated before Closing: (a) by mutual written consent of the Company, the Seller and the Seller Controlling Person; (b) by the Company if the Seller, the Seller Controlling Person or Target materially breaches this Agreement and fails to cure such breach within ten (10) Business Days after written notice thereof; (c) by the Seller Controlling Person if the Company or any Company Consideration Party materially breaches this Agreement and fails to cure such breach within ten (10) Business Days after written notice thereof; (d) by the Company if its diligence review reveals facts that would reasonably be expected to have a Material Adverse Effect or prevent WFOE from obtaining contractual control over, and substantially all economic benefits of, the Target pursuant to the VIE Agreements; or (e) by any Party if a Governmental Authority has issued a final, non-appealable order or other final action prohibiting the Transactions; provided that, if any Governmental Authority or Nasdaq raises any regulatory issue, concern, comment, condition, requirement or objection before any final prohibition, the Parties shall cooperate in good faith to modify the structure, terms or implementation steps of the Transactions to address such matter, so long as such modification would not materially and adversely affect the economic benefits, contractual control, Aggregate Consideration, rights or obligations contemplated by this Agreement and the VIE Agreements.
11.2. Effect of Termination
Upon termination of this Agreement in accordance with Section 11.1, this Agreement shall become void and have no further effect, except that Section 11.2, Section 11.3, Article XIV, Article XV and any other provision that by its nature is intended to survive termination shall survive. Termination shall not relieve any Party from liability for fraud, willful misconduct, intentional breach or any breach of this Agreement occurring before termination. If any consideration component has been transferred before termination without the Closing having occurred, the Parties shall cooperate promptly to restore the pre-transfer position to the extent permitted by applicable Law.
11.3. Return of Information
Upon termination, each receiving Party shall return or destroy confidential information of the disclosing Party upon request, subject to customary legal and compliance retention requirements.
ARTICLE XII. INDEMNIFICATION
12.1. Indemnification by Seller
From and after Closing, the Seller and the Seller Controlling Person, jointly and severally, shall indemnify and hold harmless the Company, WFOE, the Company Consideration Parties and their respective Affiliates, directors, officers, employees and representatives from and against losses arising out of: (a) any breach of any representation or warranty of the Seller, the Seller Controlling Person or the Target; (b) any breach of any covenant or obligation of the Seller, the Seller Controlling Person or the Target; (c) any liability or obligation of the Target arising out of or relating to any period, event, circumstance or activity occurring on or before the Closing that was not fairly disclosed in writing to the Company before the Closing; (d) any claim relating to the ownership of, or any Encumbrance or third-party right with respect to, the Target Equity; (e) any failure to perfect the VIE Agreements, or any impairment of the validity, effectiveness or enforceability thereof, in each case to the extent resulting from any breach, act or omission of the Seller, the Seller Controlling Person or the Target; (f) any Tax liability of the Target for any pre-Closing period; and (g) fraud, willful misconduct or intentional misrepresentation.
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12.2. Indemnification by Company
From and after Closing, the Company shall indemnify and hold harmless the Seller, the Seller Controlling Person and the Target from and against losses arising out of: (a) any breach of any representation or warranty of the Company or WFOE; (b) any breach of covenant by the Company or WFOE; and (c) fraud, willful misconduct or intentional misrepresentation by the Company or WFOE. Each Company Consideration Party shall indemnify the Seller, the Seller Controlling Person and the Target solely for losses arising from its own breach of an express representation, warranty or covenant in this Agreement or the applicable Ancillary Consideration Agreement.
12.3. Claims Procedures
An indemnified party shall promptly notify the indemnifying party of any claim for which indemnification is sought under this Article XII; provided that failure to give prompt notice shall not relieve the indemnifying party of its indemnification obligations except to the extent the indemnifying party is materially prejudiced by such failure. In the case of any claim asserted by a third party, the indemnifying party may assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. The indemnifying party shall not settle any such third-party claim without the prior written consent of the indemnified party if such settlement (a) does not provide for an unconditional release of the indemnified party from all liability with respect to such claim, (b) imposes any non-monetary obligation on the indemnified party, or (c) includes any admission of wrongdoing by the indemnified party.
12.4. Remedies
The rights and remedies of the Parties under this Agreement and the other Transaction Documents shall be cumulative and not exclusive of any rights or remedies available at law, in equity or under any other Transaction Document. Nothing in this Agreement shall limit the right of any Party to seek specific performance, injunctive relief or other equitable remedies, or to pursue any claim based on fraud, willful misconduct, intentional misrepresentation, intentional breach or any breach of the VIE Agreements or other Transaction Documents.
ARTICLE XIII. TAX MATTERS
13.1. Tax Responsibility
As between the Company-side parties, on the one hand, and the Seller and the Seller Controlling Person, on the other hand, the Seller and the Seller Controlling Person shall be responsible for all Taxes imposed on the Seller, the Seller Controlling Person, any Seller Designee, the Kangma Equity Recipient or any Share Recipient arising from or relating to the payment direction under Section 3.8, the receipt of the Non-Share Consideration or Share Consideration, or the execution and performance of the VIE Agreements. The Target shall be responsible for all Taxes of the Target attributable to periods ending on or before the Closing Date. Each transferor of Non-Share Consideration shall be responsible for Taxes imposed on such transferor by reason of the transfer, except to the extent applicable Law requires withholding from the recipient.
13.2. Cooperation
The Parties shall cooperate in good faith with respect to Tax filings, withholding, reporting, valuations, transfer pricing, government inquiries and documentation relating to the Transactions.
13.3. No Tax Advice
Each Party acknowledges that it has had the opportunity to consult its own tax advisers regarding the tax consequences of this Agreement and the Transactions. No Party is relying on any other Party for tax advice.
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ARTICLE XIV. CONFIDENTIALITY; PUBLIC ANNOUNCEMENTS
14.1. Confidentiality
Each Party and each Share Recipient shall keep confidential nonpublic information received from any other Party in connection with this Agreement and shall use such information only for purposes of evaluating, negotiating and consummating the Transactions, except to the extent disclosure is required by Law, stock exchange rule, court order or regulatory request, or is made to advisers and representatives who are subject to confidentiality obligations.
14.2. Public Announcements
The Company shall control the timing and content of all public announcements, SEC filings, Nasdaq communications and shareholder materials relating to this Agreement and the Transactions. To the extent reasonably practicable and permitted by applicable Law, the Company shall consult with the Seller, the Seller Controlling Person and the Target before making any such disclosure that includes material nonpublic information specifically concerning any of them or the Target. No other Party or Share Recipient shall make any public announcement relating to this Agreement or the Transactions without the prior written consent of the Company, except as required by applicable Law.
14.3. Securities Law Restrictions
Each Party and each Share Recipient acknowledges that it or he may receive material nonpublic information regarding the Company or another Party in connection with the Transactions and shall comply with all applicable securities Laws and regulations and, to the extent applicable to such Person, the Company’s insider trading policy. Without limiting the foregoing, no such Person shall purchase, sell or otherwise transact in securities of the Company while in possession of material nonpublic information regarding the Company or otherwise in violation of applicable Law or the Company’s insider trading policy.
ARTICLE XV. MISCELLANEOUS
15.1. Governing Law
This Agreement and any dispute arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
15.2. Dispute Resolution
Any dispute arising out of or relating to this Agreement shall be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre in accordance with the HKIAC Administered Arbitration Rules in effect at the time the arbitration is commenced. The seat of arbitration shall be Hong Kong. The language of the arbitration shall be Chinese. The tribunal shall consist of three arbitrators. Nothing in this Section shall prevent any Party from seeking interim, conservatory or other provisional relief from any court of competent jurisdiction.
15.3. Notices
All notices under this Agreement shall be in writing and delivered by personal delivery, reputable courier or email to the address or email address set forth on the applicable signature page or Schedule I, or to such other address or email address as the applicable Party or Share Recipient may designate by written notice.
15.4. Assignment
No Party may assign this Agreement without the prior written consent of the Company, the Seller and the Seller Controlling Person, except that the Company or WFOE may assign its rights under this Agreement to an Affiliate or successor in connection with a reorganization or similar transaction; provided that no such assignment shall relieve the assigning Party of its obligations under this Agreement unless expressly agreed in writing by the other applicable Parties. A designation of a Seller Designee, the Kangma Equity Recipient or a Share Recipient in accordance with this Agreement shall not constitute an assignment of this Agreement.
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15.5. Entire Agreement
This Agreement, the Schedules, Exhibits and other Transaction Documents constitute the entire agreement among the Parties regarding the subject matter hereof and supersede all prior term sheets, discussions, understandings and agreements relating to such subject matter, except for confidentiality obligations that by their terms survive. In the event of a conflict between this Agreement and an Ancillary Consideration Agreement as to the mechanics of a particular consideration transfer, the Ancillary Consideration Agreement shall control solely as to those mechanics; this Agreement shall control as to Aggregate Consideration, conditions to Closing and the integrated nature of the Transactions unless expressly stated otherwise.
15.6. Amendments; Waivers
This Agreement may be amended only by a written instrument signed by the Company, WFOE, the Seller, the Seller Controlling Person and the Target; provided that (a) any amendment that adversely affects the rights or increases the obligations of a Company Consideration Party under this Agreement shall also require the written consent of such Company Consideration Party, and (b) any amendment that adversely affects the rights or increases the obligations of a Share Recipient under any provision of this Agreement expressly applicable to such Share Recipient shall also require the written consent of such Share Recipient. Any waiver must be in writing and signed by the Person against whom the waiver is asserted.
15.7. Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith a valid and enforceable replacement provision that most closely reflects the original intent.
15.8. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Electronic signatures and PDF signatures shall be valid and binding to the fullest extent permitted by applicable Law.
15.9. Specific Performance
The Parties acknowledge that monetary damages may be inadequate for breach of this Agreement and that each Party shall be entitled to specific performance, injunction and other equitable relief to enforce this Agreement, without proof of actual damages or posting of bond, in addition to any other remedies available.
15.10. No Third-Party Beneficiaries
Except for the Share Recipients solely to the extent expressly provided in this Agreement and the indemnified parties under Article XII, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns and does not confer any rights or remedies on any other Person.
15.11. Drafting
The Parties have participated jointly in the negotiation and drafting of this Agreement. No rule of construction against the drafter shall apply.
15.12. Survival
The representations and warranties contained in this Agreement shall survive the Closing for a period of eighteen (18) months after the Closing Date; provided that the representations and warranties relating to organization and authority, capitalization and ownership, title to equity or Investment Assets, Encumbrances, Taxes and securities-law matters shall survive until the expiration of the applicable statute of limitations. The covenants and agreements that by their terms are to be performed after the Closing shall survive the Closing in accordance with their terms. Nothing in this Section 15.12 shall limit or shorten any claim based on fraud, willful misconduct or intentional misrepresentation.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
| JIN MEDICAL INTERNATIONAL LTD. | ||
| By: | ||
| Name: | ||
| Title: | ||
| Address: | ||
| Email: | ||
|
ERHUA MEDICAL TECHNOLOGY (CHANGZHOU) CO., LTD. 尔华医疗科技（常州）有限公司 | ||
| By: | ||
| Name: | ||
| Title: | ||
| Company Chop: | ||
| Address: | ||
| Email: | ||
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CHANGZHOU ZHONGJIN MEDICAL CO., LTD. 常州中进医疗器材股份有限公司 | ||
| By: | ||
| Name: | ||
| Title: | ||
| Company Chop: | ||
| Address: | ||
| Email: | ||
|
ZHONGJIN MEDICAL EQUIPMENT TAIZHOU CO., LTD. 中进医疗器材泰州有限公司 | ||
| By: | ||
| Name: | ||
| Title: | ||
| Company Chop: | ||
| Address: | ||
| Email: | ||
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| BEIJING CHENGLAN KANGXU TECHNOLOGY CO., LTD. 北京澄岚康序科技有限公司 | ||
| By: | ||
| Name: | ||
| Title: | ||
| Company Chop: | ||
| Address: | ||
| Email: | ||
|
HUAXIA QIYING (BEIJING) TECHNOLOGY CO., LTD. | ||
| By: | ||
| Name: | ||
| Title: | ||
| Company Chop: | ||
| Address: | ||
| Email: | ||
|
HYOUNGJU SEO | ||
| Signature: | ||
| ID/Passport No.: | ||
| Address: | ||
| Email: | ||
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SHARE RECIPIENTS
Each Share Recipient identified on Schedule I.A executes this Agreement as of the date first written above solely as a limited-purpose signatory and agrees to be bound only by Sections 4.2 through 4.7, Sections 6.35 through 6.37, Sections 14.1 through 14.3, and Sections 15.1, 15.2, 15.3, 15.6, 15.7, 15.8, 15.10, 15.11 and 15.12, in each case solely to the extent applicable to such Share Recipient. No Share Recipient shall be deemed a Party to this Agreement or have any rights, obligations or liability under this Agreement except as expressly provided in the foregoing provisions or otherwise expressly applicable to such Share Recipient.
Name of Share Recipient: __________________________
Signature: _______________________________________
By, if entity: _____________________________________
Name: ___________________________________________
Title: ____________________________________________
Address: _________________________________________
Email: ___________________________________________
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EXHIBITS A-1 THROUGH A-5
VIE AGREEMENTS
EXHIBIT B
FORM OF HTFX INVESTMENT ASSETS TRANSFER AGREEMENT
EXHIBIT C
FORM OF CHANGZHOU ZHONGJIN-ZHEJIANG MUCHI INVESTMENT ASSETS TRANSFER AGREEMENT
EXHIBIT D
FORM OF TAIZHOU ZHONGJIN-ZHEJIANG MUCHI INVESTMENT ASSETS TRANSFER AGREEMENT
EXHIBIT E
FORM OF ZHONGJIN KANGMA EQUITY AND DEBT TRANSFER AGREEMENT
SCHEDULE I
SHARE ISSUANCES
A. ALLOCATION OF SHARE CONSIDERATION
The Share Consideration shall be issued at Closing to the recipients identified in Schedule I.A below in the respective amounts set forth below.
For purposes of this Agreement, Krenly Unit Limited is the Holding Entity and is 100% beneficially owned and controlled by HYOUNGJU SEO (徐享周), the Seller Controlling Person.
| Recipient Name | Capacity | Investor Questionnaire Delivered (✓) |
Number of Share Consideration Shares |
Address / Contact Information |
| Krenly Unit Limited | Holding Entity (100% beneficially owned and controlled by the Seller Controlling Person) | ✓ | 7,458,710 | Director: HYOUNGJU SEO(徐享周) 101-1203, 38 Teheran-ro 87-gil, Gangnam-gu, Seoul 06164, Republic of Korea |
| Mivart Batch Limited | Share Recipient | ✓ | 6,816,833 | Director: JAMES PATRICK NORMOYLE 18 Collins Street, Melbourne VIC 3000, Australia Australian |
| Torben Tier Limited | Share Recipient | ✓ | 7,069,417 | Director: VIPIN CHANDRA HIRALAL PATEL 42 Brook Street, London W1K 5DB, United Kingdom British Citizen |
| Elward Lot Limited | Share Recipient | ✓ | 7,069,410 | Director:
BORBE MICHAEL Rheinstrasse 18, 58452 Witten, Germany |
| Brasen Plot Limited | Share Recipient | ✓ | 7,069,403 | Director: SIMON VINH-MAN TRAN 15 King Street, Manchester M2 6AW, United Kingdom British Citizen |
| Valtin Block Limited | Share Recipient | ✓ | 7,069,418 | Director: ROBERTO MATTACCHIONE 225 King Street West, Suite 1200, Toronto, ON M5V 3M2, Canada |
| Renkin Slab Limited | Share Recipient | ✓ | 7,044,629 | Director: ALEJANDRO MARTIN DE LA TORRE Calle de Alcala 45, 28014 Madrid, Spain Spanish |
| Grewis Port Limited | Share Recipient | ✓ | 6,816,833 | Director: JOSE LUIS VARON ARANDA Calle Gran Via 32, 18010 Granada, Spain Spanish |
| Hulton Frame Limited | Share Recipient | ✓ | 7,433,917 | Director: CRAIG LEONARD HUBNER 88 Eagle Street, Brisbane QLD 4000, Australia Australian |
| Zemkin Panel Limited | Share Recipient | ✓ | 7,433,918 | Director: CARMEN ABIGAIL HUI MEI NGO 21 Victoria Road, St Albans AL1 3TA, United Kingdom British Citizen |
| Total | 71,282,488 | |||
Schedule I-1
B. FINANCIAL ADVISOR SHARES
The FA Shares shall be issued in connection with the Transactions to the Financial Advisor and its designee(s) identified below in the respective allocations and amounts set forth below.
| Recipient Name | Capacity | Allocation | Number of FA Shares | Address / Contact Information | ||||||||
| Veltrion Haskel Holdings Limited | Financial Advisor | 50.00 | % | 4,239,780 | 9 Queen Square, Bristol BS1 4JE, United Kingdom | |||||||
| Quinnet Section Limited | Financial Advisor Designee | 50.00 | % | 4,239,780 | 27 Teheran-ro 14-gil, Gangnam-gu, Seoul 06234, Republic of Korea | |||||||
| Total | 100.00 | % | 8,479,560 | |||||||||
Schedule I-2
DISCLOSURE SCHEDULES
to the VIE Control Master Acquisition Agreement
Schedule I-3
SCHEDULE 7.15
FINANCIAL ADVISOR
Financial Advisor: Veltrion Haskel Holdings Limited
Engagement: Financial Advisory Engagement Agreement dated August 26, 2026
FA Share recipients and allocations: See Schedule I.B.
Schedule I-4
Exhibit 10.1
Financial Advisory Engagement Agreement
This Financial Advisory Engagement Agreement (the “Agreement”) is entered into as of August 26, 2026, by and between Jin Medical International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and Veltrion Haskel Holdings Limited, a company organized under the laws of the British Virgin Islands (“Advisor”).
1. Engagement
The Company hereby engages Advisor to provide financial advisory services in connection with a proposed VIE control acquisition project (the “Proposed Project”) involving Beijing Chenglan Kangxu Technology Co., Ltd. and Huaxia Qiying (Beijing) Technology Co., Ltd., in a stock issuance, asset acquisition, investment assets transfer, equity transfer, VIE control acquisition or another structure as agreed by the relevant parties (the “Transaction”).
As currently contemplated, the Transaction will involve the issuance of Class A ordinary shares of the Company as consideration for assets, equity interests, investment assets and VIE control arrangements relating to Beijing Chenglan Kangxu Technology Co., Ltd. and Huaxia Qiying (Beijing) Technology Co., Ltd..
2. Scope of Services
Advisor will provide financial advisory services to the Company, including but not limited to:
(a) Advising on the structure, strategy, and terms of the Transaction;
(b) Assisting in negotiations with the shareholders, asset contributors or other relevant parties relating to Beijing Chenglan Kangxu Technology Co., Ltd. and Huaxia Qiying (Beijing) Technology Co., Ltd.;
(c) Coordinating with the Company’s other advisors to facilitate the Transaction; and
(d) Providing such other financial advisory services as may be agreed upon by the parties in writing.
3. Compensation
As compensation for its services, the Company agrees to:
(a) Advisory Fee. The advisory fee shall equal 10.0% of the final Transaction value (the “Advisory Fee”). The Advisory Fee shall be payable solely in Class A ordinary shares of the Company at US$1.88 per share, rounded to the nearest whole share or as otherwise agreed in writing by the parties.
(b) Current Allocation. Based on the currently agreed Transaction value of US$159,415,729.00, the Advisory Fee is US$15,941,572.90, resulting in 8,479,560 Class A ordinary shares of the Company after whole-share rounding (the “Service Consideration Shares”). The current allocation is set forth in Exhibit A and shall be conformed to Schedule I.B of the definitive acquisition agreement. If the final Transaction value changes, Exhibit A and Schedule I.B shall be updated accordingly.
(c) Approved Recipients. The Service Consideration Shares shall be issued only to Advisor and Quinnet Section Limited, as Advisor’s approved designee, in the amounts set forth in Exhibit A. Advisor may not change or add any designee without the Company’s prior written consent and completion of securities-law, KYC/AML and transfer agent documentation reasonably required by the Company, its counsel or transfer agent.
(d) Issuance and Registration Rights. The Service Consideration Shares shall be issued without registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and shall bear or be deemed to bear customary restrictive legends. The Company shall use commercially reasonable efforts to include the Service Consideration Shares actually issued to Advisor or Quinnet Section Limited in a resale registration statement, subject to applicable law, SEC review, transfer agent requirements and any transfer restrictions then in effect. No party is deemed to represent that the shares will be freely tradable upon effectiveness of any registration statement except to the extent permitted by applicable law.
4. Representations and Warranties
4.1 By the Company
The Company hereby represents and warrants to Advisor as follows:
(a) Authority and Authorization: The Company is duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands. The Company has the corporate power and authority to enter into this Agreement and, subject to the corporate approvals and actions required for the Transaction and the issuance of the Service Consideration Shares, to perform its obligations hereunder.
(b) No Conflict: The execution and performance of this Agreement do not and will not (i) violate any provision of the Company’s memorandum and articles of association, (ii) conflict with or result in a breach of any material agreement to which the Company is a party, or (iii) violate any applicable law or regulation.
(c) Consents and Approvals: Except for Board approval and related corporate actions, Nasdaq notification or approval requirements, home-country practice matters, SEC filings, resale registration matters, transfer agent processing, securities-law compliance and any approvals or filings contemplated by the definitive Transaction documents, the Company is not aware of any material consent, approval or filing required solely for its execution and delivery of this Agreement.
(d) Compliance with Laws: The Company is in compliance with all applicable laws and regulations, including securities laws, in all material respects.
4.2 By Advisor
Advisor hereby represents and warrants to the Company as follows:
(a) Organization and Authority: Advisor is duly organized, validly existing, and in good standing under the laws of the British Virgin Islands. Advisor has all necessary power and authority to enter into this Agreement and to perform its obligations hereunder.
(b) Expertise and Experience: Advisor has the requisite expertise, qualifications, and resources to provide the financial advisory services contemplated by this Agreement and has acted as an advisor in similar transactions.
(c) No Conflict: The execution and performance of this Agreement by Advisor do not and will not (i) violate its organizational documents, (ii) conflict with or result in a breach of any agreement to which Advisor is a party, or (iii) violate any applicable law or regulation.
(d) No Litigation or Claims: There are no pending or, to Advisor’s knowledge, threatened actions, suits, or proceedings against Advisor that could adversely affect its ability to perform its obligations under this Agreement.
(e) Independent Advisor: Advisor is acting as an independent contractor and not as an employee or agent of the Company.
4.3 Private Placement Representations
Advisor represents and warrants to the Company that:
(a) It is acquiring any Service Consideration Shares issued to it for its own account, for investment purposes only, and not with a view to the resale or distribution thereof in violation of the Securities Act;
(b) It is an “accredited investor” as defined in Rule 501(a) under the Securities Act;
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(c) It understands that the Service Consideration Shares have not been registered under the Securities Act or any state securities laws and must be held indefinitely unless subsequently registered or an exemption from such registration is available; and
(d) It has had the opportunity to ask questions and receive answers concerning the Company and the issuance of the Service Consideration Shares and has received all information it has requested.
Quinnet Section Limited, as the approved designee receiving Service Consideration Shares, shall execute and deliver to the Company a written acknowledgment in the form attached hereto as Exhibit A, pursuant to which it shall make the same representations and warranties, mutatis mutandis, and acknowledge and agree to the transfer restrictions applicable to the Service Consideration Shares under the Securities Act and this Agreement. Advisor has not solicited and will not solicit any U.S. person in connection with the Transaction.
4.4 Non-U.S. Advisor; No U.S. Broker-Dealer Activity
Advisor represents and warrants that it is a non-U.S. person organized and located outside the United States, that the services contemplated by this Agreement have been and will be performed outside the United States, and that it has not engaged and will not engage in any activity in the United States or directed to U.S. persons that would require Advisor to register as a broker or dealer under the U.S. Securities Exchange Act of 1934, as amended. Advisor will not handle customer funds or securities or otherwise effect securities transactions in the United States in connection with the Transaction.
5. Confidentiality
Both parties agree to maintain the confidentiality of all non-public information exchanged in connection with this Agreement and the Transaction. Notwithstanding the foregoing, disclosure of such information may be made as required by applicable law or regulation.
6. Term and Termination
This Agreement shall remain in effect until the earlier of:
(a) The consummation of the Transaction; or
(b) Termination by either party upon 30 days’ prior written notice.
Termination shall not affect Advisor’s right to payment for services rendered prior to the effective date of termination. If the Transaction is not consummated for any reason, Advisor shall not be entitled to the Service Consideration Shares unless otherwise agreed in writing; the parties shall negotiate in good faith to separately determine reasonable compensation, if any, based on the services actually provided by Advisor prior to termination or non-consummation.
7. Governing Law and Dispute Resolution
This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong, without regard to conflict of law principles that would result in the application of the laws of any other jurisdiction. Any dispute arising out of or in connection with this Agreement shall first be resolved through friendly negotiations. If such negotiations fail, the dispute shall be submitted to the Hong Kong International Arbitration Centre (HKIAC) for arbitration in Hong Kong under the HKIAC Administered Arbitration Rules then in force. The arbitration shall be conducted in English by one arbitrator. The arbitral award shall be final and binding on the parties.
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8. Miscellaneous
(a) Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements or understandings.
(b) Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
(c) Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument.
(d) Notices: All notices under this Agreement shall be in writing and sent to the emails or addresses of the parties specified under the parties’ respective signatures or such other address as either party may subsequently designate.
(e) Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Jin Medical International Ltd.
By: ________________________
Name: Erqi Wang
Title: Chief Executive Officer
Notice Email: wangerqi@jinmed.com
Notice Address: No. 33 Lingxiang Road, Wujin District, Changzhou City, Jiangsu Province,
213149, People’s Republic of China
Veltrion Haskel Holdings Limited
By: ________________________
Name: PETER JAMES HUNT
Title: Director
Notice email: veltrion-haskel-holdings-limited@outlook.com
Notice Address: 9 Queen Square, Bristol BS1 4JE, United Kingdom
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Exhibit A
Allocation of Service Consideration Shares and Designee Acknowledgment
To: Jin Medical International Ltd.
Date: August 26, 2026
Reference is made to that certain Financial Advisory Engagement Agreement dated as of August 26, 2026 (the “Agreement”), by and between Jin Medical International Ltd. (the “Company”) and Veltrion Haskel Holdings Limited (“Advisor”).
Quinnet Section Limited (the “Designee”) has been approved by Advisor and the Company to receive a portion of the Service Consideration Shares pursuant to Section 3 of the Agreement. In connection therewith, the Designee hereby acknowledges and agrees as follows:
Investment Intent: Designee is acquiring the Service Consideration Shares for its own account, for investment purposes only, and not with a view to the resale or distribution thereof in violation of the Securities Act.
Accredited Investor: Designee is an “accredited investor” as defined in Rule 501(a) under the U.S. Securities Act of 1933, as amended.
Unregistered Securities: Designee understands that the Service Consideration Shares are being issued without registration under the Securities Act or any state securities laws and must be held indefinitely unless subsequently registered or an exemption from registration is available.
Transfer Restrictions: Designee acknowledges that the Service Consideration Shares will be subject to restrictive legends and transfer restrictions as set forth in the Agreement and applicable law.
Access to Information: Designee has had the opportunity to obtain information from the Company and Advisor, ask questions, and receive satisfactory answers relating to the investment.
Advisor hereby directs the Company, and the Company is hereby authorized, to issue an aggregate of 8,479,560 Class A ordinary shares at US$1.88 per share in satisfaction of the currently contemplated Advisory Fee, to Advisor and the approved Designee in the amounts specified in the table below.
|
Recipient |
Role | Address | Shares / Issue Value |
| Veltrion Haskel Holdings Limited | Financial Advisor / recipient | 9 Queen Square, Bristol BS1 4JE, United Kingdom | 4,239,780 US$7,970,786.40 |
| Quinnet Section Limited | Approved designee of Advisor | 27 Teheran-ro 14-gil, Gangnam-gu, Seoul 06234, Republic of Korea | 4,239,780 US$7,970,786.40 |
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IN WITNESS WHEREOF, the undersigned has executed this Acknowledgment and Representation Letter as of the date first above written.
Advisor Name: Veltrion Haskel Holdings Limited
Signature: ___________________________
Name: PETER JAMES HUNT
Title: Director
Approved Designee Name: Quinnet Section Limited
Signature: ___________________________
Name: SIHYUK HEO
Title: Director
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Exhibit 10.2
Exclusive Purchase Option Agreement
This Exclusive Purchase Option Agreement (this “Agreement”) is entered into as of ____________, 2026 by and among:
| Party A: | Erhua Medical Technology (Changzhou) Co., Ltd., a limited liability company established in the People’s Republic of China (“China”), with its registered address at No. 33 Xiangyun Road, Jiangsu Wujin Economic Development Zone, and unified social credit code 91320412MA22J9TA7M; |
| Party B: | HYOUNGJU SEO (徐享周), Korean passport number: M100Z4858; |
| Party C: | Beijing Chenglan Kangxu Technology Co., Ltd., a limited liability company established in China, with its registered address at Room A2989, 2/F, Building E10, Free Trade Innovation Service Center, Daxing Airport Area of the China (Beijing) Pilot Free Trade Zone, No. 1 Yuanping North Road, Lixian Town, Beijing Daxing International Airport Economic Zone, Beijing, and unified social credit code 91110115MAKNEGJU0Y. |
In this Agreement, Party A, Party B and Party C are each referred to as a “Party” and collectively as the “Parties”.
Whereas: As of the date of execution of this Agreement, the registered capital of Party C is RMB100,000. Party B holds 100% of the equity interests in Party C. Party C is the sole shareholder of Huaxia Qiying (Beijing) Technology Co., Ltd. and holds 100% of the equity interests in Huaxia Qiying (Beijing) Technology Co., Ltd. Unless the context otherwise requires, the assets, business, revenue, rights and obligations of Party C under this Agreement shall include the corresponding matters of the subsidiaries in which Party C directly or indirectly holds equity interests or which Party C controls (including Huaxia Qiying (Beijing) Technology Co., Ltd.).
The Parties, having reached agreement through consultation, hereby agree as follows:
| 1. | Purchase and Sale of Equity Interests and Assets |
| 1.1 | Grant of Rights |
| 1.1.1 | Party B hereby irrevocably grants to Party A an irrevocable and exclusive right (the “Equity Purchase Option”) to purchase from Party B, or to designate one or more persons (each, an “Equity Designee”) to purchase from Party B, all or part of the equity interests it holds in Party C, at any time and from time to time, to the extent permitted by PRC law, in the manner of exercise determined by Party A at its own discretion and at the Equity Purchase Price set forth in Section 1.3 of this Agreement. No third party other than Party A and the Equity Designees shall have the Equity Purchase Option or any other right in respect of Party B’s equity interests. Party C hereby consents to the grant by Party B to Party A of the Equity Purchase Option. For the purposes of this Section and this Agreement, “person” means an individual, company, joint venture, partnership, enterprise, trust or unincorporated organization. |
| 1.1.2 | Party C hereby irrevocably grants to Party A an irrevocable and exclusive right (the “Asset Purchase Option”) to purchase from Party C, or to designate one or more persons (each, an “Asset Designee”, together with the Equity Designees, the “Designees”) to purchase from Party C and/or its subsidiaries, all or part of the assets of Party C and/or its subsidiaries, at any time and from time to time, to the extent permitted by PRC law, in the manner of exercise determined by Party A at its own discretion and at the Asset Purchase Price set forth in Section 1.3 of this Agreement. No third party other than Party A and the Asset Designees shall have the Asset Purchase Option or any other right in respect of the assets of Party C and its subsidiaries. Party B agrees that Party C grants such Asset Purchase Option to Party A in accordance with this Agreement. |
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| 1.2 | Manner of Exercise |
Subject to the terms and conditions of this Agreement, and to the extent permitted by PRC law, Party A has absolute discretion to determine the specific timing, manner and number of times of exercise.
Party A’s exercise of the Equity Purchase Option is conditional upon compliance with PRC laws and regulations. When exercising the Equity Purchase Option, Party A shall issue a written notice to Party B (the “Purchase Notice”) setting out: (a) Party A’s decision to exercise the Equity Purchase Option; (b) the portion of the equity interests that Party A intends to purchase from Party B (the “Purchased Equity”); and (c) the purchase date/transfer date of the Purchased Equity.
Party A’s exercise of the Asset Purchase Option is conditional upon compliance with PRC laws and regulations. When exercising the Asset Purchase Option, Party A shall issue a written notice to Party C (the “Asset Purchase Notice”) setting out: (a) Party A’s decision to exercise the Asset Purchase Option; (b) the specific assets that Party A intends to purchase from Party C (the “Purchased Assets”); and (c) the delivery date/transfer date of the Purchased Assets.
When exercising the Equity Purchase Option or the Asset Purchase Option, Party A may take transfer of the Purchased Equity or the Purchased Assets itself, or may designate a Designee to take transfer of all or part thereof.
| 1.3 | Equity Purchase Price and Asset Purchase Price |
| 1.3.1 | In respect of the Purchased Equity, unless an appraisal is required by PRC laws or regulations at the time Party A exercises the option, the purchase price of the Purchased Equity (the “Equity Purchase Price”) shall be one Renminbi yuan (RMB1.00); if the minimum price then permitted by PRC law is higher than the foregoing price, the minimum price permitted by law shall prevail. If Party B receives an Equity Purchase Price for the acquired equity interests it holds that is higher than one Renminbi yuan (RMB1.00), or receives any form of profit distribution, dividend or bonus from Party C, Party B agrees that, to the extent not in violation of PRC law, Party A shall be entitled to receive such proceeds in excess of one Renminbi yuan (RMB1.00). Party B shall, within ten (10) business days from the date on which it receives the Equity Purchase Price paid by Party A and/or the Designee, pay, or instruct Party C to pay, such proceeds to the bank account then designated by Party A by means permitted by law. |
| 1.3.2 | In respect of the Asset Purchase Option, on each exercise by Party A, the purchase price of the Purchased Assets (the “Asset Purchase Price”) shall be one Renminbi yuan (RMB1.00); provided that, if the minimum price then permitted by PRC law is higher than the foregoing price, the transfer price shall be the minimum price permitted by PRC law. If Party C receives an Asset Purchase Price for the Purchased Assets it holds that is higher than one Renminbi yuan (RMB1.00), Party C agrees that, to the extent not in violation of PRC law, Party A shall be entitled to receive such proceeds in excess of one Renminbi yuan (RMB1.00). Party C shall, within ten (10) business days from the date on which it receives the Asset Purchase Price paid by Party A and/or the Designee, pay such proceeds to the bank account then designated by Party A by means permitted by law. |
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| 1.4 | Transfer of the Purchased Equity and the Purchased Assets |
On each exercise by Party A of the Equity Purchase Option or the Asset Purchase Option:
| 1.4.1 | Party C shall, and Party B shall cause Party C to: (i) promptly convene a shareholders’ meeting and/or a board meeting (as applicable) and pass at such meeting a resolution approving the transfer of the equity interests by Party B to Party A and/or the Equity Designee, or the transfer of the assets by Party C and/or its subsidiaries to Party A and/or the Asset Designee; or (ii) promptly adopt a shareholder decision and/or an executive director decision (as applicable) approving the transfer of the equity interests by Party B to Party A and/or the Equity Designee, or the transfer of the assets by Party C and/or its subsidiaries to Party A and/or the Asset Designee. Party C shall cause its subsidiaries to make, execute and submit, as required by Party A, all internal approval and registration documents relating to the transfer of the foregoing assets, business, licenses, contractual interests or other rights. |
| 1.4.2 | Party B and Party C shall obtain from the other shareholders of Party C (if any) written statements consenting to the transfer of the Purchased Equity by Party B to Party A and/or the Designee (as applicable) and waiving their preemptive rights; |
| 1.4.3 | Party B or Party C (as applicable) shall enter into an equity transfer contract or an asset transfer contract (collectively, the “Transfer Contracts”) with Party A and/or the Designee (as applicable) for each transfer in accordance with this Agreement and the corresponding purchase notice; |
| 1.4.4 | The relevant parties shall execute all other necessary contracts, agreements or documents, obtain all necessary governmental licenses and permits, and take all necessary actions to transfer valid title to the Purchased Equity or the Purchased Assets to Party A and/or the Designee (as applicable) free of any security interest, and to cause Party A and/or the Designee to become the registered owner of the Purchased Equity or the Purchased Assets (where required). For the purposes of this Section and this Agreement, “security interest” includes any guarantee, mortgage, pledge, lien, claim, third-party right or interest, any share purchase option, acquisition right, preemptive right, right of set-off, retention of title or other security arrangement; provided that, for the avoidance of doubt, it does not include any security interest arising under this Agreement or the Party B Equity Pledge Agreement. For the purposes of this Section and this Agreement, the “Party B Equity Pledge Agreement” means the equity pledge agreement entered into by Party A, Party B and Party C on the date of execution of this Agreement, together with any amendment, revision or restatement thereof, under which Party B pledges to Party A all of Party B’s equity interests in Party C as security for Party B’s obligations under this Agreement and for Party C’s performance of its obligations under the exclusive business cooperation agreement entered into between Party C and Party A and under other related agreements. If, in order to perform the obligations under this Agreement, it is necessary to release and/or re-execute the equity pledge agreement, or to carry out the release and re-registration formalities for the equity pledge registration, Party B and/or Party C shall cooperate with Party A, including without limitation by executing all necessary documents and taking all necessary actions. |
| 2. | Undertakings |
| 2.1 | Undertakings relating to Party C and its subsidiaries |
Party B (as shareholder of Party C) and Party C hereby severally undertake that, during the term of this Agreement:
| 2.1.1 | they shall not, without the prior written consent of Party A, supplement, change or amend in any form the articles of association or the rules of Party C or its subsidiaries, increase or reduce their registered capital, or otherwise alter their registered capital structure; |
| 2.1.2 | they shall maintain the existence of Party C and its subsidiaries in accordance with sound financial and commercial standards and practices, and shall prudently and effectively operate their business and handle their affairs; |
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| 2.1.3 | they shall not, at any time from the date of execution of this Agreement, sell, transfer, mortgage, pledge or otherwise dispose of any equity interest in Party C or any equity interest in any subsidiary held by Party C, or permit any encumbrance in the nature of a security interest to be created thereon, without the prior written consent of Party A, other than the pledge created over such equity interests under the Party B Equity Pledge Agreement; |
| 2.1.4 | they shall not, at any time from the date of execution of this Agreement, sell, transfer, mortgage, pledge or otherwise dispose of any legal or beneficial interest in any asset, business or revenue of Party C or its subsidiaries, or permit any encumbrance in the nature of a security interest to be created thereon, without the prior written consent of Party A, other than disposals of assets occurring in the ordinary course of business; |
| 2.1.5 | they shall not, without the prior written consent of Party A, incur, assume, guarantee or permit to exist any indebtedness, other than (i) indebtedness incurred in the ordinary course of business and (ii) indebtedness that has been disclosed to and consented to in writing by Party A; |
| 2.1.6 | they shall ensure that all businesses of Party C and its subsidiaries are at all times operated in the ordinary course of business so as to preserve the value of Party C’s assets, and shall not take any action or omit to take any action that may affect the assets, goodwill and operating licenses of Party C and its subsidiaries; |
| 2.1.7 | they shall not, without the prior written consent of Party A, cause Party C or its subsidiaries to enter into any material contract, other than contracts entered into in the ordinary course of business; |
| 2.1.8 | they shall not, without the prior written consent of Party A, cause Party C or its subsidiaries to provide any loan, credit, security or guarantee to any person, other than those arising in the ordinary course of business and consistent with industry practice; |
| 2.1.9 | they shall, at Party A’s request, provide Party A with all information concerning the operations and financial condition of Party C and its subsidiaries; |
| 2.1.10 | they shall, if Party A so requests, purchase and maintain insurance in respect of the assets and business of Party C and its subsidiaries from insurance companies approved by Party A, the amounts and types of which shall be consistent with the insurance purchased by companies operating similar businesses; |
| 2.1.11 | they shall not, without the prior written consent of Party A, liquidate, dissolve or deregister Party C or its subsidiaries, and shall not cause or permit Party C to merge or combine with any person, or to acquire or invest in any person; |
| 2.1.12 | they shall immediately notify Party A of any litigation, arbitration or administrative proceeding that has occurred or may occur in relation to the equity interests in Party C, the equity interests in the subsidiaries held by Party C, or the assets, business or revenue of Party C and its subsidiaries; |
| 2.1.13 | in order to maintain the ownership by Party C and its subsidiaries of all of their assets, the ownership by Party C of the equity interests in its subsidiaries, and the ownership by Party B of the equity interests in Party C, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions, and bring all necessary or appropriate complaints or make necessary and appropriate defenses against all claims; |
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| 2.1.14 | they shall, without the prior written consent of Party A, ensure that Party C and its subsidiaries do not distribute distributable profits, dividends or bonuses to their shareholders in any form; provided that, upon Party A’s written request, Party C shall immediately distribute all distributable profits, dividends and bonuses to its shareholder; |
| 2.1.15 | they shall, at Party A’s request, appoint any person designated by Party A as director, supervisor or senior officer of Party C and its subsidiaries, and shall not change or remove any director, supervisor or senior officer of Party C without the prior written consent of Party A; |
| 2.1.16 | they shall promptly inform Party A of any circumstance that may have a material adverse effect on the existence, business operations, financial condition, assets or goodwill of Party C and its subsidiaries, and shall promptly take all measures approved by Party A to eliminate such adverse circumstance or to take effective remedial measures in respect of it; |
| 2.1.17 | upon Party A’s request at any time, Party C shall immediately and unconditionally transfer the Purchased Assets to Party A and/or the Designee in accordance with the Asset Purchase Option under this Agreement; |
| 2.1.18 | upon Party A’s request at any time, Party B shall immediately and unconditionally transfer its equity interests in Party C to Party A and/or the Equity Designee in accordance with the Equity Purchase Option under this Agreement, and Party B hereby waives its preemptive right (if any) in respect of transfers of equity interests by the other shareholders of Party C; and |
| 2.2.1 | upon Party A’s request at any time, they shall take all actions necessary to give effect to (1) any instruction of Party A concerning Party C and its subsidiaries (including as to management, operation, governance, board/executive director resolutions, shareholder decisions or otherwise); or (2) the transfer of the Purchased Equity and/or the Purchased Assets provided for in this Agreement. If any action taken or not taken by Party C (whether by director authorization or otherwise) would breach any agreement between Party A and Party C, or any agreement among Party A, Party B and Party C, or Party A’s instructions or interests, Party B shall immediately notify Party A in writing and take (or cause to be taken) all necessary corrective actions within Party B’s capacity as shareholder of Party C to resolve such matter (including anything Party A requires Party B to complete in writing). If Party B has any residual rights in respect of the equity interests under this Agreement, the Party B Equity Pledge Agreement or the Party B Power of Attorney Agreement, Party B shall not exercise such rights except in accordance with Party A’s written instructions. For the purposes of this Section and this Agreement, the “Party B Power of Attorney Agreement” means the power of attorney agreement entered into by Party A, Party B and Party C on the date of execution of this Agreement, together with any amendment, revision or restatement thereof. |
| 3. | Representations and Warranties |
Party B and Party C hereby jointly and severally represent and warrant to Party A, as at the date of execution of this Agreement and as at each transfer date of the Purchased Equity and the Purchased Assets, as follows:
| 3.1 | each of them has full and independent legal standing and legal capacity to execute, deliver and perform this Agreement, and may independently participate in litigation as a party. Further, each of them has the authority to enter into and deliver this Agreement and any Transfer Contract and to perform its obligations under this Agreement and any Transfer Contract. Party B and Party C agree to execute Transfer Contracts consistent with the terms of this Agreement when Party A or a Designee exercises the Equity Purchase Option or the Asset Purchase Option. This Agreement and any Transfer Contract to which it is a party constitutes or will constitute its legal, valid and binding obligations, enforceable against it in accordance with its terms; |
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| 3.2 | neither the execution and delivery of this Agreement or any equity transfer contract, nor the obligations under this Agreement or any equity transfer contract, will: (1) result in any violation of any applicable law of China; (2) conflict with the articles of association, rules or other organizational documents of Party C; (3) result in a breach of, or constitute a default under, any contract or instrument to which it is a party or by which it is bound; (4) result in any violation of any condition for the grant and/or continued validity of any license or permit issued to either of them; or (5) result in the suspension or revocation of, or the imposition of additional conditions on, any license or permit issued to either of them; |
| 3.3 | Party B has good and marketable title to the equity interests it owns in Party C. Other than under the Party B Equity Pledge Agreement, Party B has not created any security interest over such equity interests; |
| 3.4 | Party C and its subsidiaries have good and marketable title to all of their assets, and no security interest has been created over such assets; |
| 3.5 | Party C and its subsidiaries have no outstanding indebtedness, other than (i) indebtedness incurred in the ordinary course of business and (ii) indebtedness that has been disclosed to and consented to in writing by Party A; |
| 3.6 | there is no pending or potential litigation, arbitration or administrative proceeding relating to the equity interests in Party C, the assets of Party C and its subsidiaries, or Party C and its subsidiaries; |
| 3.7 | save for the requirement to release in advance and re-complete the equity pledge registration effected with the market supervision and administration authority under the Party B Equity Pledge Agreement, the execution and performance of this Agreement and the grant or exercise of the Equity Purchase Option or the Asset Purchase Option under this Agreement do not require the consent, license, waiver or authorization of any third party, or the approval, permit or exemption of any governmental authority, or any registration or filing formalities with any governmental authority. |
| 4. | Effective Date and Termination |
| 4.1 | This Agreement shall take effect on the date on which the Parties execute this Agreement, and shall terminate after all of the equity interests in Party C directly or indirectly held by Party B have been lawfully transferred into the name of Party A and/or the Designee in accordance with this Agreement and all of the assets of Party C have been lawfully transferred into the name of Party A and/or the Designee in accordance with this Agreement. |
| 4.2 | This Agreement is the final contractual text agreed among the Parties in respect of the exclusive purchase option and related matters, and shall entirely supersede any and all prior negotiations, consultations or discussions among the Parties in this regard, and any and all letters of intent, memoranda, agreements or other documents previously reached or entered into among the Parties in this regard. If the outcome of any such negotiation, consultation or discussion, or any such letter of intent, memorandum, agreement or other document, conflicts with or is inconsistent with this Agreement, this Agreement shall prevail. |
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| 4.3 | After the execution of this Agreement, Party A is entitled at any time, at its own discretion, to terminate this Agreement by written notice to Party B and Party C, without the consent of Party B or Party C and without bearing any liability for breach. Unless otherwise provided by law, Party B and Party C shall under no circumstances have any right to terminate or rescind this Agreement. |
| 4.4 | After the execution of this Agreement, Party A is entitled to require amendments or supplements to the provisions of this Agreement in light of actual circumstances. If such amendments or supplements do not materially diminish the rights and interests already enjoyed by Party B or Party C under this Agreement and do not materially increase the obligations already borne by Party B or Party C under this Agreement, Party B and Party C shall unconditionally accept such amendments and supplements; otherwise, such amendments and supplements shall require the consent of Party B and Party C. |
| 5. | Governing Law and Dispute Resolution |
| 5.1 | Governing Law |
The execution, effectiveness, interpretation, performance, amendment and termination of this Agreement and the resolution of disputes under this Agreement shall be governed by the laws of China.
| 5.2 | Method of Dispute Resolution |
In the event of any dispute arising from the interpretation or performance of this Agreement, the Parties shall first resolve the dispute through friendly consultation. If the Parties fail to reach agreement on the resolution of such dispute within 30 days after any Party requests the other Parties to resolve the dispute through consultation, any Party may submit the dispute to the Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration rules then in effect. The arbitration shall be conducted in Shanghai and the language of the arbitration shall be Chinese. The arbitral award shall be final and binding on all Parties.
In the event of any dispute, controversy or claim arising out of this Agreement, including any dispute concerning the existence, validity, interpretation, performance, breach or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement, or while any dispute is being arbitrated, the Parties shall, except in respect of the matters in dispute, continue to exercise their respective rights and perform their respective obligations under this Agreement.
| 6. | Taxes and Fees |
Each Party shall, in accordance with PRC law, pay any and all transfer and registration taxes, expenses and fees incurred by it or levied on it in connection with the preparation and execution of this Agreement and the Transfer Contracts and the completion of the transactions provided for in this Agreement and the Transfer Contracts.
| 7. | Notices |
| 7.1 | All notices and other communications required or permitted to be given under this Agreement shall be delivered by personal delivery or sent by prepaid registered mail or commercial courier service to the contact address of the relevant Party. The date on which such notice is deemed effectively served shall be determined as follows: |
| 7.1.1 | a notice given by personal delivery, courier service or prepaid registered mail shall be deemed effectively served on the date of delivery or of refusal of delivery at the designated address for notices; |
| 7.1.2 | a notice given by email shall be deemed served upon dispatch. |
| 7.2 | Any Party may at any time change its address for notices by giving notice to the other Parties in accordance with the provisions of this Section. |
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| 8. | Confidentiality Obligations |
The Parties confirm that any oral or written information exchanged between them in connection with this Agreement constitutes confidential information. Each Party shall keep all such information confidential and shall not disclose any such information to any third party without the written consent of the other Parties, except: (a) information that is or becomes known to the public (other than through disclosure to the public by the Party receiving the information); (b) information required to be disclosed by applicable law or by the rules or regulations of any securities exchange; (c) information required to be disclosed by a Party to its legal or financial advisers in connection with the transactions contemplated by this Agreement, provided that such legal or financial advisers are bound by confidentiality obligations similar to those under this Section; or (d) information lawfully obtained by the receiving Party from other sources after receipt. Disclosure of any confidential information by any staff member or institution engaged by a Party shall be deemed to be disclosure by that Party, and that Party shall bear legal liability for the resulting breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
| 9. | Further Assurance |
The Parties agree to promptly execute such other documents, and to take such further actions, as are reasonably necessary or beneficial for the implementation of the provisions and purposes of this Agreement.
| 10. | Liability for Breach |
| 10.1 | The Parties agree and confirm that if any Party (the “Breaching Party”) breaches any covenant made under this Agreement, or fails to perform or delays the performance of any obligation under this Agreement, that shall constitute a breach under this Agreement (a “Breach”), and the non-breaching Party shall be entitled to require the Breaching Party to rectify the Breach or take remedial measures within a reasonable period. If the Breaching Party fails to rectify the Breach or to take remedial measures within such reasonable period or within ten (10) days after the non-breaching Party has notified the Breaching Party in writing and required rectification, the non-breaching Party shall be entitled to determine at its own discretion that: |
| 10.1.1 | if Party B or Party C is the Breaching Party, then, subject to the provisions of the other documents, Party A shall be entitled to terminate this Agreement and/or to require the Breaching Party to pay damages; for the avoidance of doubt, the liability of each Party B is several and independent, and no Party B shall bear any joint and several liability for the obligations or liabilities of any other Party B; |
| 10.1.2 | if Party A is the Breaching Party, the non-breaching Party shall be entitled to require the Breaching Party to pay damages, but, unless otherwise provided by law, it shall under no circumstances have any right to terminate or rescind this Agreement. |
| 11. | Miscellaneous |
| 11.1 | Amendment, Change and Supplement |
Any amendment, change or supplement to this Agreement shall be made by written agreement executed by all Parties.
| 11.2 | Entire Agreement |
Except for written amendments, supplements or changes made after the execution of this Agreement, this Agreement shall constitute the entire agreement reached among the Parties with respect to the subject matter of this Agreement, and shall supersede all prior oral and written negotiations, representations and contracts reached with respect to the subject matter of this Agreement.
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| 11.3 | Headings |
The headings of this Agreement are for ease of reference only and shall not be used to interpret, explain or otherwise affect the meaning of the provisions of this Agreement.
| 11.4 | Language |
This Agreement is written in Chinese in three counterparts, each of which has the same legal effect. This English version is a translation of the Chinese original prepared for reference only and has not been executed by the Parties. In the event of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.
| 11.5 | Severability |
If one or more provisions of this Agreement are held to be invalid, illegal or unenforceable in any respect under any law or regulation, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any respect. The Parties shall, through consultation in good faith, endeavor to replace such invalid, illegal or unenforceable provisions with valid provisions to the maximum extent permitted by law and desired by the Parties, and the economic effect of such valid provisions shall be as similar as possible to that of the invalid, illegal or unenforceable provisions.
| 11.6 | Assignment |
Without the prior written consent of Party A, no other Party may assign any of its rights and/or obligations under this Agreement to any third party. Party B and Party C agree that Party A is entitled to unilaterally assign any of its rights/obligations under this Agreement to any third party without their consent, provided that it notifies the other Parties in writing.
| 11.7 | Successors |
This Agreement shall be binding on, and shall inure to the benefit of, the respective successors of the Parties and the permitted assigns of such Parties.
| 11.8 | Survival |
| 11.8.1 | Any obligation arising from or falling due under this Agreement prior to the expiration or early termination of this Agreement shall survive the expiration or early termination of this Agreement. |
| 11.8.2 | The provisions of Sections 5, 7, 8, 10 and this Section 11.8 shall survive the termination of this Agreement. |
| 11.9 | Waiver |
Any Party may waive the terms and conditions of this Agreement, provided that such waiver is made in writing and signed by the Parties. A waiver by a Party in one circumstance in respect of a breach by the other Parties shall not be deemed to be a waiver by that Party in other circumstances in respect of a similar breach.
— Signature page follows —
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This page contains no text and is the signature page of the Exclusive Purchase Option Agreement.
Party A:
Erhua Medical Technology (Changzhou) Co., Ltd. (company chop)
| Signature: | ||
| Name: | ||
| Title: Legal Representative | ||
Exclusive Purchase Option Agreement
This page contains no text and is the signature page of the Exclusive Purchase Option Agreement.
Party B:
HYOUNGJU SEO (徐享周)
| Signature: |
Exclusive Purchase Option Agreement
This page contains no text and is the signature page of the Exclusive Purchase Option Agreement.
Party C:
Beijing Chenglan Kangxu Technology Co., Ltd. (company chop)
| Signature: | ||
| Name: | ||
| Title: Legal Representative | ||
Exclusive Purchase Option Agreement
Exhibit 10.3
Exclusive Business Cooperation Agreement
This Exclusive Business Cooperation Agreement (this “Agreement”) is entered into as of ____________, 2026 by and between the following two parties.
| Party A: | Erhua Medical Technology (Changzhou) Co., Ltd., a limited liability company established in the People’s Republic of China (“China”), with its registered address at No. 33 Xiangyun Road, Jiangsu Wujin Economic Development Zone, and unified social credit code 91320412MA22J9TA7M; |
| Party B: | Beijing Chenglan Kangxu Technology Co., Ltd., a limited liability company established in China, with its registered address at Room A2989, 2/F, Building E10, Free Trade Innovation Service Center, Daxing Airport Area of the China (Beijing) Pilot Free Trade Zone, No. 1 Yuanping North Road, Lixian Town, Beijing Daxing International Airport Economic Zone, Beijing, and unified social credit code 91110115MAKNEGJU0Y. |
| Party B | confirms that it is the sole shareholder of Huaxia Qiying (Beijing) Technology Co., Ltd. and holds 100% of the equity interests in Huaxia Qiying (Beijing) Technology Co., Ltd. Unless the context otherwise requires, the assets, business, revenue, expenses, net income, operating data, management matters and other rights and obligations of Party B under this Agreement shall include the corresponding matters, on a consolidated basis, of the subsidiaries in which Party B directly or indirectly holds equity interests or which Party B controls (including Huaxia Qiying (Beijing) Technology Co., Ltd.). |
Party A and Party B are each referred to below as a “Party” and collectively as the “Parties”.
Whereas:
| 1. | Party A is a wholly foreign-owned enterprise registered in China and has the resources necessary to provide technical business services and business consulting services; |
| 2. | Party B and its subsidiaries are limited liability companies registered in China which, as approved by the relevant governmental authorities of China, may engage in the business scope set forth in their business licenses (the “Business Scope”); |
| 3. | Party A agrees to use its human resources, technology and information advantages to provide, during the term of this Agreement, by itself or through a party designated by it, exclusive technical services, business support, business consulting and other services within their Business Scope to Party B and its subsidiaries, and Party B agrees to accept, and shall cause its subsidiaries to accept, such exclusive services provided by Party A or its designee in accordance with the terms of this Agreement. |
Accordingly, Party A and Party B, through consultation, hereby agree as follows:
| 1. | Provision of Services by Party A |
| 1.1 | Subject to the terms and conditions of this Agreement, Party B hereby appoints Party A as the exclusive service provider of Party B during the term of this Agreement to provide comprehensive business support, technical services and consulting services to Party B and its subsidiaries, comprising all services within the Business Scope of Party B and its subsidiaries as determined by Party A from time to time, including without limitation the following: |
| 1.1.1 | Consulting services: |
| a) | providing consulting services on the adjustment of the corporate management structure; |
| b) | providing commercial and business advice and services; |
| c) | providing consulting opinions on the management of the company’s business; |
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| d) | providing advice and services on the company’s personnel management; |
| e) | providing advice and services on the management and protection of the company’s intangible assets; |
| f) | providing advice and services on the company’s financial and accounting management; |
| g) | seconding relevant personnel to Party B and its subsidiaries to carry out management or to provide guidance; |
| h) | all other services relating to corporate organization, business operations and finance. |
| i) | consulting services relating to business operations, business development, sales and planning, and market research and analysis; and |
| j) | consulting services relating to the corporate development strategy of Party B. |
| 1.1.2 | Other services: |
| k) | providing marketing, market consulting and promotion services; |
| l) | training services for management-level employees; |
| m) | providing customer order management and customer services; and |
| n) | providing equipment or office premises leasing services. |
| 1.2 | Party B agrees to accept, and shall cause its subsidiaries to accept, the consulting and services provided by Party A. Party B further agrees that, unless with the prior written consent of Party A, during the term of this Agreement neither Party B nor its subsidiaries shall accept any consulting and/or services from any third party in respect of the matters provided for in this Agreement, or cooperate with any third party in respect thereof. Party A may designate another party (which designee may execute with Party B certain of the agreements described in Section 1.3 of this Agreement) to provide the consulting and/or services to Party B under this Agreement. For the avoidance of doubt, nothing in this Agreement restricts in any way Party A from providing consulting and/or services to third parties, and Party A is not required to notify Party B or obtain Party B’s consent in order to provide any consulting and/or services to third parties. |
| 1.3 | Manner of Provision of Services |
| 1.3.1 | Party A and Party B agree that, during the term of this Agreement, the Parties may, directly or through their respective affiliates, enter into other technical service agreements and consulting service agreements setting out the specific content, manner, personnel and fees for particular technical services and consulting services. |
| 1.3.2 | For the purpose of performing this Agreement, Party A and Party B agree that, during the term of this Agreement, the Parties may, directly or through their respective affiliates, enter into intellectual property (including without limitation copyrights, software, trademarks, patents and technical secrets) license agreements, which shall permit Party B to use the relevant intellectual property of Party A as agreed in the specific agreements according to the needs of Party B’s business. |
| 1.3.3 | For the purpose of performing this Agreement, Party A and Party B agree that, during the term of this Agreement, the Parties may, directly or through their respective affiliates, enter into equipment or premises lease agreements, which shall permit Party B to use the relevant equipment or premises of Party A at any time according to the needs of Party B’s business. |
| 1.3.4 | For the avoidance of doubt, Party A has absolute discretion to determine whether the consulting or services are to be provided by Party A or its designee, whether to provide any consulting or services, and the category, content, timing, manner and frequency of the specific consulting or services provided. Any failure by Party A to provide all of the consulting or services under Sections 1.3.1 to 1.3.3 shall not constitute a breach by Party A. |
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| 2. | Calculation and Payment of Service Fees |
| 2.1 | The Parties agree that, in consideration of all business support, technical services and consulting services provided by Party A to Party B, Party B shall pay to Party A a service and consulting fee (the “Service Fee”). The aggregate amount of the Service Fee payable by Party B to Party A for each fiscal year shall be all net income (that is, all net profit) generated by Party B in that fiscal year. |
| 2.2 | The Parties agree that Party A shall issue invoices to Party B on a quarterly basis, based on the workload and commercial value of the business support, technical services and consulting services it provides to Party B and on the prices agreed by the Parties, and Party B shall pay the corresponding consulting service fees and other service fees to Party A or Party A’s designee by the date and in the amount specified in the invoice. |
| 2.3 | Party A is entitled at any time to adjust the standard of the consulting service fee based on the quantity and content of the consulting services it provides to Party B, and such adjustment shall take effect upon written notice to Party B. |
| 2.4 | Within thirty (30) business days after the end of each fiscal year, Party B shall provide Party A with the financial statements for that year and all operating records, business contracts and financial information required for the preparation of the financial statements. If Party A raises any question regarding the financial information provided by Party B, Party A may appoint an independent accountant of good repute to audit such information, and Party B shall cooperate. |
| 3. | Intellectual Property and Confidentiality |
| 3.1 | Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual property arising from or created in the performance of this Agreement, including without limitation copyrights, patents, patent applications, trademarks, software, technical secrets, trade secrets and others, whether developed by Party A or by Party B. Party A’s licensing of intellectual property to Party B does not grant Party B ownership of such intellectual property, and all intellectual property developed by Party B on the basis of Party A’s consulting or services shall belong to Party A. |
| 3.2 | The Parties confirm that any oral or written information exchanged between them in connection with this Agreement constitutes confidential information. Each Party shall keep all such information confidential and shall not disclose any such information to any third party without the written consent of the other Party, except: (a) information that is or becomes known to the public (other than through disclosure to the public by the Party receiving the information); (b) information required to be disclosed by applicable law or by the rules or regulations of any securities exchange; (c) information required to be disclosed by a Party to its legal or financial advisers in connection with the transactions contemplated by this Agreement, provided that such legal or financial advisers are bound by confidentiality obligations similar to those under this Section; or (d) information lawfully obtained by the receiving Party from other sources after receipt. Disclosure of any confidential information by any staff member or institution engaged by a Party shall be deemed to be disclosure by that Party, and that Party shall bear legal liability for the resulting breach of this Agreement. |
| 3.3 | The Parties agree that this Section shall survive any amendment, rescission or termination of this Agreement. |
| 4. | Representations and Warranties |
| 4.1 | Party A represents and warrants as follows: |
| 4.1.1 | Party A is a company duly registered and validly existing under the laws of China. |
| 4.1.2 | Party A’s execution and performance of this Agreement is within its corporate capacity and the scope of its business operations; Party A has taken the necessary corporate action, has been duly authorized and has obtained the consents and approvals of third parties and governmental authorities, and such execution and performance does not violate any law or other restriction binding on or affecting Party A. |
| 4.1.3 | This Agreement constitutes legal, valid and binding obligations of Party A, enforceable against Party A in accordance with its terms. |
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| 4.2 | Party B represents and warrants as follows: |
| 4.2.1 | Party B is a company duly registered and validly existing under the laws of China which, as approved by the relevant governmental authorities of China, may engage in the following general items: technical services, technology development, technical consulting, technical exchange, technology transfer and technology promotion; sales of household electrical appliances; sales of electronic products; sales of machinery and equipment; sales of instruments and meters; sales of communications equipment; wholesale of computer software and hardware and auxiliary equipment; retail of computer software and hardware and auxiliary equipment; repair of household electrical appliances; software development; development of basic artificial intelligence software; software outsourcing services; computer system services; data processing services; data processing and storage support services; information system integration services; and social and economic consulting services. (Except for items subject to approval in accordance with law, business activities may be carried out independently in accordance with law on the strength of the business license.) (Business activities in items prohibited or restricted by the industrial policies of the State and of this municipality may not be carried out.) |
| 4.2.2 | Party B’s execution and performance of this Agreement is within its corporate capacity and the scope of its business operations; Party B has taken the necessary corporate action, has been duly authorized and has obtained the consents and approvals of third parties and governmental authorities, and such execution and performance does not violate any law or other restriction binding on or affecting Party B. |
| 4.2.3 | This Agreement constitutes legal, valid and binding obligations of Party B, enforceable against Party B in accordance with its terms. |
| 5. | Effectiveness and Term |
| 5.1 | This Agreement is executed on, and shall take effect from, the date first written above. Unless terminated early in accordance with this Agreement or any other agreement separately executed by the Parties, this Agreement shall remain effective in perpetuity. Notwithstanding anything to the contrary in this Agreement, Party B shall under no circumstances have any right to terminate or rescind this Agreement. |
| 5.2 | If, during the term of this Agreement, the term of operation of either Party expires, that Party shall promptly extend its term of operation so that this Agreement may continue to be effective and enforceable. If that Party’s application for extension of its term of operation is not approved or consented to by any competent authority, this Agreement shall terminate upon the expiration of that Party’s term of operation. |
| 6. | Termination |
| 6.1 | During the term of this Agreement, Party B may not terminate this Agreement prior to its expiration unless Party A has been grossly negligent towards Party B or has committed fraud. However, Party A shall be entitled to terminate this Agreement at any time by giving Party B 30 days’ prior written notice. |
| 6.2 | Following termination of this Agreement, the rights and obligations of the Parties under Sections 3, 7 and 8 shall survive. |
| 7. | Governing Law and Dispute Resolution |
| 7.1 | The execution, effectiveness, interpretation, performance, amendment and termination of this Agreement and the resolution of disputes under this Agreement shall be governed by the laws of China. |
| 7.2 | In the event of any dispute arising from the interpretation or performance of the provisions of this Agreement, the Parties shall resolve the dispute through consultation in good faith. If the Parties fail to reach agreement on the resolution of such dispute within 30 days after either Party requests resolution through consultation, either Party may submit the dispute to the Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration rules then in effect. The arbitration shall be conducted in Shanghai and the language of the arbitration shall be Chinese. The arbitral award shall be final and binding on both Parties. |
| 7.3 | In the event of any dispute arising from the interpretation or performance of this Agreement, or while any dispute is being arbitrated, the Parties shall, except in respect of the matters in dispute, continue to exercise their respective rights and perform their respective obligations under this Agreement. |
| 8. | Indemnification |
Party B shall indemnify Party A against, and hold Party A harmless from, any loss, damage, liability or expense incurred as a result of any litigation, claim or other demand against Party A arising out of or caused by the consulting and services provided by Party A at Party B’s request, unless such loss, damage, liability or expense arises from Party A’s gross negligence or willful misconduct.
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| 9. | Notices |
| 9.1 | All notices and other communications required or permitted to be given under this Agreement shall be delivered by personal delivery or sent by prepaid registered mail or commercial courier service to the contact address of the relevant Party. The date on which such notice is deemed effectively served shall be determined as follows: |
| 9.1.1 | a notice given by personal delivery, courier service or prepaid registered mail shall be deemed effectively served on the date of delivery or of refusal of delivery at the designated address for notices; |
| 9.1.2 | a notice given by email shall be deemed served upon dispatch. |
| 9.2 | Any Party may at any time change its address for notices by giving notice to the other Party in accordance with the provisions of this Section. |
| 10. | Assignment |
| 10.1 | Without the prior written consent of Party A, Party B may not assign its rights and obligations under this Agreement to any third party. |
| 10.2 | Party B agrees that Party A may assign its rights and obligations under this Agreement to any third party by giving prior written notice to Party B, without the consent of Party B. |
| 11. | Severability |
If one or more provisions of this Agreement are held to be invalid, illegal or unenforceable in any respect under any law or regulation, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any respect. The Parties shall, through consultation in good faith, endeavor to replace such invalid, illegal or unenforceable provisions with valid provisions to the maximum extent permitted by law and desired by the Parties, and the economic effect of such valid provisions shall be as similar as possible to that of the invalid, illegal or unenforceable provisions.
| 12. | Amendment and Supplement |
After the execution of this Agreement, Party A is entitled to require amendments or supplements to the provisions of this Agreement in light of actual circumstances. If such amendments or supplements do not materially diminish the rights and interests already enjoyed by Party B under this Agreement and do not materially increase the obligations already borne by Party B under this Agreement, Party B shall unconditionally accept such amendments and supplements; otherwise, such amendments and supplements shall require the consent of Party B and Party C.
Any amendment or supplement to this Agreement shall be in writing. Any amendment agreement or supplemental agreement relating to this Agreement executed by the Parties shall form an integral part of this Agreement and shall have the same legal effect as this Agreement.
| 13. | Language and Counterparts |
This Agreement is written in Chinese in two counterparts, one for each Party, each of which has the same legal effect. This English version is a translation of the Chinese original prepared for reference only and has not been executed by the Parties. In the event of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.
— Signature page follows —
5
This page contains no text and is the signature page of the Exclusive Business Cooperation Agreement.
Party A:
Erhua Medical Technology (Changzhou) Co., Ltd. (company chop)
Signature:
Name:
Title: Legal Representative
Exclusive Business Cooperation Agreement
This page contains no text and is the signature page of the Exclusive Business Cooperation Agreement.
Party B:
Beijing Chenglan Kangxu Technology Co., Ltd. (company chop)
Signature:
Name:
Title: Legal Representative
Exclusive Business Cooperation Agreement
Exhibit 10.4
Equity Pledge Agreement
This Equity Pledge Agreement (this “Agreement”) is entered into as of ____________, 2026 by and among the following parties:
| Party A: | Erhua Medical Technology (Changzhou) Co., Ltd. (the “Pledgee”), a limited liability company established in the People’s Republic of China (“China”), with its registered address at No. 33 Xiangyun Road, Jiangsu Wujin Economic Development Zone, and unified social credit code 91320412MA22J9TA7M; |
| Party B: | HYOUNGJU SEO (徐享周) (the “Pledgor”), Korean passport number: M100Z4858; |
| Party C: | Beijing Chenglan Kangxu Technology Co., Ltd., a limited liability company established in China, with its registered address at Room A2989, 2/F, Building E10, Free Trade Innovation Service Center, Daxing Airport Area of the China (Beijing) Pilot Free Trade Zone, No. 1 Yuanping North Road, Lixian Town, Beijing Daxing International Airport Economic Zone, Beijing, and unified social credit code 91110115MAKNEGJU0Y. |
In this Agreement, the Pledgee, the Pledgor and Party C are each referred to as a “Party” and collectively as the “Parties”.
Whereas:
| 1. | The Pledgor holds 100% of the equity interests in Party C. Party C is a limited liability company registered in China which, as approved by the relevant governmental authorities of China, may engage in the business scope set forth in its business license; Party C is the sole shareholder of Huaxia Qiying (Beijing) Technology Co., Ltd. and holds 100% of the equity interests in Huaxia Qiying (Beijing) Technology Co., Ltd. |
| 2. | The Pledgee is a wholly foreign-owned enterprise registered in China. The Pledgee and Party C entered into the Exclusive Business Cooperation Agreement (the “Exclusive Business Cooperation Agreement”) on ____________, 2026; the Pledgor, Party C and the Pledgee entered into the Exclusive Purchase Option Agreement (the “Exclusive Purchase Option Agreement”) on ____________, 2026; and the Pledgor entered into the Power of Attorney Agreement (the “Power of Attorney Agreement”, together with the Exclusive Business Cooperation Agreement and the Exclusive Purchase Option Agreement, the “Project Agreements”) with the Pledgee and Party C on ____________, 2026; |
| 3. | Purpose of the pledge: in order to ensure that (A) the Pledgee is able to collect from Party C, under the Exclusive Business Cooperation Agreement, all payments due and payable by Party C and its subsidiaries, including without limitation consulting and service fees, (B) the Pledgee is able to effectively exercise the equity purchase option and/or the asset purchase option under the Exclusive Purchase Option Agreement, (C) the Pledgee is able to exercise the voting rights and other rights under the Power of Attorney Agreement, and (D) Party C and its subsidiaries are able to perform their obligations under the Project Agreements and the other VIE documents, the Pledgor agrees to pledge all of the equity interests it holds in Party C as security for the obligations of Party B, Party C and its subsidiaries under the Project Agreements. |
Accordingly, the Parties jointly agree to enter into this Agreement on the following terms.
| 1. | Definitions |
Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below:
| 1.1 | “Pledge” means the security interest granted by the Pledgor to the Pledgee under Section 2 of this Agreement, namely the right of the Pledgee to receive payment in priority out of the proceeds of transfer, auction or sale of the equity interests. |
| 1.2 | “Pledged Equity” means all of the 100% equity interests currently lawfully held by the Pledgor in Party C (corresponding to registered capital of RMB100,000), together with the increased capital contribution and the dividends referred to in Sections 2.3 and 2.4 of this Agreement. |
| 1.3 | “Pledge Term” means the term provided for in Section 3 of this Agreement. |
| 1.4 | “Project Agreements” has the meaning given to it in the recitals to this Agreement. |
| 1.5 | “Contractual Obligations” means all contractual obligations of the Pledgor and of Party C and its subsidiaries under this Agreement and the Project Agreements. |
| 1.6 | “Secured Debts” means the payment and other obligations of Party C and its subsidiaries under the Exclusive Business Cooperation Agreement, together with all direct, indirect and consequential losses and loss of expected benefits suffered by the Pledgee as a result of any Event of Default (as defined below) of the Pledgor, Party C and/or its subsidiaries, the amount of which losses shall be determined on bases including without limitation the Pledgee’s reasonable business plan and profit forecast, the service fees payable to the Pledgee under the Exclusive Business Cooperation Agreement, and all expenses incurred by the Pledgee in enforcing the Contractual Obligations of the Pledgor, Party C and/or its subsidiaries. |
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| 1.7 | “Event of Default” means any of the circumstances listed in Section 7 of this Agreement. |
| 1.8 | “Default Notice” means a notice issued by the Pledgee under this Agreement declaring an Event of Default. |
| 2. | Pledge |
| 2.1 | As security for repayment of the Secured Debts, the Pledgor hereby pledges all of the Pledged Equity to the Pledgee, and Party C hereby agrees that the Pledgor pledges the Pledged Equity to the Pledgee in accordance with this Agreement. |
| 2.2 | The Pledgor undertakes that, after the execution of this Agreement, it shall be responsible for recording the equity pledge arrangement under this Agreement in Party C’s register of shareholders as soon as possible (and in any event no later than ten (10) business days after the execution of this Agreement). |
| 2.3 | With the prior written consent of the Pledgee, the Pledgor may increase the capital of Party C. Any increased capital contribution of the Pledgor in the registered capital of Party C as a result of such capital increase shall also form part of the Pledged Equity. The Pledgor undertakes to record the pledge over such increased capital contribution under this Section 2.3 in Party C’s register of shareholders as soon as possible (and in any event no later than ten (10) business days after completion and closing of the capital increase of Party C) and to apply to the Registration Authority (as defined below) for registration as soon as possible (and in any event no later than the time limit required by Party A). |
| 2.4 | During the Pledge Term, the Pledgee is entitled to receive the proceeds generated by the Pledged Equity (including without limitation any dividends and profits). The Pledgor may receive dividends or bonuses in respect of the Pledged Equity only with the prior written consent of the Pledgee. Any dividends or bonuses received by the Pledgor in respect of the Pledged Equity shall be deposited into an account designated by the Pledgee, shall be subject to the Pledgee’s supervision and shall be applied first to discharge the Secured Debts. |
| 2.5 | If Party C is required to be dissolved or liquidated under the mandatory provisions of PRC law, any benefit lawfully distributed to the Pledgor by Party C after Party C has lawfully completed the dissolution or liquidation procedures shall, at the Pledgee’s request, be (1) deposited into an account designated by the Pledgee, be subject to the Pledgee’s supervision and be applied first to discharge the Secured Debts; or (2) to the extent not in violation of PRC law, gifted to the Pledgee or to a person designated by the Pledgee. |
| 3. | Registration and Term of the Pledge |
| 3.1 | The Pledge shall take effect upon its registration with the competent market supervision and administration authority of the place where Party C is located (the “Registration Authority”), and the term of the Pledge shall continue until the Contractual Obligations have been fully performed or the Secured Debts have been fully discharged (the “Pledge Term”). |
| 3.2 | The Parties agree that, after the execution of this Agreement, the Pledgor and Party A shall apply to the Registration Authority for registration of the creation of the equity pledge as soon as possible (and in any event no later than the time limit required by Party A). The Parties further agree that, within 15 business days from the date on which the Registration Authority formally accepts the application for equity pledge registration, all equity pledge registration formalities shall be completed, the registration notice issued by the Registration Authority shall be obtained, and the Registration Authority shall record the equity pledge completely and accurately in the equity pledge register. |
| 3.3 | The Parties further agree that, for the purpose of completing the equity pledge registration formalities with the administration for market regulation, the Parties shall submit to the Registration Authority this Agreement or an equity pledge agreement executed in the form required by the Registration Authority which truly reflects the information on the Pledge under this Agreement (the “Registration Pledge Agreement”). Matters not provided for in, or inconsistent with, the Registration Pledge Agreement shall be governed by this Agreement. The Pledgor and Party C shall, in accordance with PRC laws and regulations and the requirements of the Registration Authority, submit all necessary documents and complete all necessary formalities so as to ensure that the Pledge is registered as soon as possible after the application is submitted. |
| 4. | Custody of Equity Records |
During the Pledge Term provided for in this Agreement, the Pledgor shall, within ten (10) business days from the execution of this Agreement, deliver to the Pledgee for custody the register of shareholders and the capital contribution certificate recording the Pledge, in a form substantially the same as Exhibit 1 and Exhibit 2. The Pledgee shall keep such documents in custody throughout the Pledge Term provided for in this Agreement.
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| 5. | Representations and Warranties of the Pledgor |
The Pledgor hereby represents and warrants to the Pledgee as at the date of execution of this Agreement as follows:
| 5.1 | The Pledgor has full capacity for civil conduct and has the lawful right and capacity to enter into this Agreement and to assume legal obligations under this Agreement. This Agreement, upon due execution by the Pledgor, constitutes legal, valid and binding obligations of the Pledgor. |
| 5.2 | Party C is a limited liability company duly registered and lawfully existing under PRC law with independent legal person status, and has full and independent legal standing and legal capacity to execute, deliver and perform this Agreement and may independently participate in litigation as a party. |
| 5.3 | The Pledgor is the sole legal and beneficial owner of the equity interests, and there is no dispute concerning the ownership of the Pledged Equity. The Pledgor has the right to dispose of the Pledged Equity and any part of it. |
| 5.4 | Other than the Pledge, the Pledgor has not created any security interest or other encumbrance over the Pledged Equity. |
| 5.5 | Save for the registration of the pledge over the Pledged Equity with the Registration Authority, which is to be completed within the period agreed in Section 3.2 of this Agreement, all consents, licenses, waivers or authorizations of any other third party, and all approvals, permits or exemptions of any governmental authority, or registration or filing formalities with any governmental authority, required for the execution and performance of this Agreement and for the equity pledge under this Agreement (where required by law) have been obtained or completed and will be fully effective during the term of this Agreement. |
| 5.6 | The Pledgor hereby warrants to the Pledgee that the foregoing representations and warranties will be true and correct, and will be fully complied with, at all times and in all circumstances until the Contractual Obligations have been fully performed or the Secured Debts have been fully discharged. |
| 6. | Undertakings and Further Agreements of the Pledgor and Party C |
| 6.1 | During the term of this Agreement, the Pledgor and Party C hereby severally undertake to the Pledgee as follows: |
| 6.1.1 | other than in performance of the Exclusive Purchase Option Agreement, not to transfer the Pledged Equity, or to create or permit to exist any security interest or other encumbrance that may affect the rights and interests of the Pledgee in the Pledged Equity, without the prior written consent of the Pledgee; |
| 6.1.2 | to comply with all laws and regulations applicable to the Pledge; within five (5) days of receipt of any notice, order or recommendation issued or made by the relevant competent authority in respect of the Pledge, to produce such notice, order or recommendation to the Pledgee, and to comply with such notice, order or recommendation, or to raise objections and make representations in respect of such notice, order or recommendation at the reasonable request of, or with the consent of, the Pledgee; |
| 6.1.3 | to notify the Pledgee immediately of any event, or any notice received by the Pledgor, that may affect the Pledgee’s rights over the Pledged Equity or any part of it, and of any event, or any notice received by the Pledgor, that may affect any warranty or other obligation of the Pledgor arising under this Agreement. |
| 6.2 | The Pledgor agrees that the rights acquired by the Pledgee in respect of the Pledge under this Agreement shall not be interrupted or impaired through legal process by the Pledgor or by any successor or representative of the Pledgor or by any other person. |
| 6.3 | The Pledgor hereby undertakes to execute in good faith, and to use its best efforts to cause the other parties having an interest in the Pledge (if any) to execute, all certificates, agreements, deeds and/or undertakings required by the Pledgee. The Pledgor further undertakes to perform, and to use its best efforts to cause the other parties having an interest in the Pledge (if any) to perform, the acts required by the Pledgee in order to facilitate the Pledgee’s exercise of the rights and authority granted to it under this Agreement, and to execute all relevant documents concerning the ownership of the Pledged Equity with the Pledgee or a person designated by the Pledgee (for the purposes of this Section and this Agreement, “person” means an individual, company, joint venture, partnership, enterprise, trust or unincorporated organization). |
| 6.4 | The Pledgor hereby undertakes to the Pledgee that it will comply with and perform all warranties, undertakings, agreements, representations and conditions under this Agreement. If the Pledgor fails to perform, or only partially performs, its warranties, undertakings, agreements, representations and conditions, the Pledgor shall indemnify the Pledgee against all losses resulting therefrom. |
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| 6.5 | The Pledgor and Party C shall strictly comply with the provisions of the Project Agreements and this Agreement, perform their obligations under the Project Agreements and this Agreement, and refrain from any act or omission that may affect the validity and enforceability thereof. Each Pledgor hereby waives any preemptive right it may have when the Pledgee enforces the Pledge. Unless in accordance with the written instructions of the Pledgee, the Pledgor shall not exercise any residual rights it may have in respect of the Pledged Equity. |
| 7. | Events of Default |
| 7.1 | Each of the following circumstances shall be deemed to be an Event of Default: |
| 7.1.1 | Party C fails to pay in full the consulting and service fees payable under the Exclusive Business Cooperation Agreement, or breaches any other obligation of Party C under that agreement; |
| 7.1.2 | Party C or the Pledgor breaches any other Project Agreement; |
| 7.1.3 | any representation or warranty made by the Pledgor in Section 5 of this Agreement contains a material misrepresentation or error, and/or the Pledgor breaches any warranty in Section 5 of this Agreement; or the Pledgor breaches any undertaking or further agreement under Section 6 of this Agreement; |
| 7.1.4 | the Pledgor and Party C fail to complete the registration of the equity pledge with the Registration Authority as provided in Section 3.1; |
| 7.1.5 | the Pledgor or Party C breaches any other provision of this Agreement; |
| 7.1.6 | save as expressly provided in Section 6.1.1, the Pledgor transfers or intends to transfer or abandon the Pledged Equity, or assigns the Pledged Equity without the written consent of the Pledgee; |
| 7.1.7 | any approval, license, permit or authorization of a governmental authority that renders this Agreement enforceable, lawful and effective is withdrawn, suspended, invalidated or materially amended; |
| 7.1.8 | the promulgation of any applicable law renders this Agreement unlawful or makes it impossible for the Pledgor to continue to perform its obligations under this Agreement; |
| 7.1.9 | an adverse change occurs in the property owned by the Pledgor such that the Pledgee considers the Pledgor’s ability to perform its obligations under this Agreement to have been affected; |
| 7.1.10 | the successor or custodian of Party C only partially performs, or refuses to perform, the payment obligations under the Exclusive Business Cooperation Agreement or the Exclusive Purchase Option Agreement; and |
| 7.1.11 | any other circumstance in which the Pledgee is unable, or may become unable, to exercise its rights in respect of the Pledge. |
| 7.2 | Upon becoming aware of, or discovering, any of the circumstances described in Section 7.1 or any event that may give rise to any such circumstance, the Pledgor shall promptly notify the Pledgee in writing accordingly. |
| 7.3 | Unless an Event of Default listed in this Section 7.1 has been fully resolved to the satisfaction of the Pledgee, the Pledgee may, upon or at any time after the occurrence of the Event of Default, issue a Default Notice to the Pledgor requiring the Pledgor to pay immediately all outstanding payments due and payable under the Project Agreements and all other amounts due and payable to the Pledgee, and/or to dispose of the Pledge in accordance with Section 8 of this Agreement. |
| 8. | Enforcement of the Pledge |
| 8.1 | Prior to full payment of the Secured Debts, the Pledgor shall not, without the written consent of the Pledgee, transfer the Pledged Equity or any other equity interest or interest it holds in Party C, or re-pledge the Pledged Equity to any third party. |
| 8.2 | The Pledgee may issue a written Default Notice to the Pledgor when enforcing the Pledge. |
| 8.3 | Subject to Section 7.3, the Pledgee may exercise the right to enforce the Pledge at the same time as, or at any time after, issuing the written Default Notice under Section 7.2. Once the Pledgee elects to enforce the Pledge, the Pledgor shall no longer have any right or interest in respect of the Pledged Equity. |
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| 8.4 | After issuing a Default Notice under Section 8.2, the Pledgee is entitled to exercise all default remedies available to it under PRC law, the Project Agreements and the terms of this Agreement, including without limitation receiving payment in priority, in accordance with statutory procedures, out of the proceeds of transfer, auction or sale of all or part of the equity interests pledged under this Agreement, until all outstanding payments due and payable under the Project Agreements and all other amounts due and payable to the Pledgee have been satisfied. The Pledgee shall not be liable for any loss caused by its reasonable exercise of such rights and powers. |
| 8.5 | After the occurrence of an Event of Default, the Pledgee is entitled, to the extent permitted and in accordance with applicable law, to take possession of and dispose of the Pledged Equity; the Pledgee shall be under no obligation to pay any of the proceeds of such disposal to the Pledgor, and the Pledgor hereby waives any right it may have to demand any such payment from the Pledgee. |
| 8.6 | When the Pledgee disposes of the Pledge in accordance with this Agreement, the Pledgor and Party C shall provide the necessary assistance to enable the Pledgee to enforce the Pledge in accordance with this Agreement. |
| 8.7 | The Pledgee is entitled to elect to exercise any of the default remedies available to it simultaneously or successively, and the Pledgee is not required to exercise any other default remedy before exercising its right under this Agreement to receive payment in priority out of the proceeds of the appraised value, auction or sale of the Pledged Equity. |
| 9. | Assignment |
| 9.1 | Without the prior written consent of the Pledgee, the Pledgor may not assign or delegate its rights and obligations under this Agreement. However, the Pledgee may at any time assign or delegate its rights and obligations under this Agreement without the consent of the Pledgor or Party C, provided that it notifies the Pledgor and Party C within a reasonable time. |
| 9.2 | This Agreement shall be binding on the Pledgor and its successors and permitted assigns, and shall inure to the benefit of the Pledgee and each of its successors and assigns. |
| 9.3 | The Pledgee may at any time assign any and all of its rights and obligations under the Project Agreements and/or this Agreement to a person designated by it (whether a natural person or a legal person), in which case the assignee shall enjoy and assume the rights and obligations of the Pledgee under this Agreement as if it were an original party to this Agreement. Where the Pledgee assigns its rights and obligations under the Project Agreements, the Pledgor shall, at the Pledgee’s request, execute the relevant agreements or other documents in connection with such assignment (including without limitation entering into a new pledge agreement on terms and conditions substantially the same as those of this Agreement, and executing the amended Exclusive Business Cooperation Agreement, Exclusive Purchase Option Agreement, Power of Attorney Agreement and other related documents). |
| 10. | Liability for Breach |
| 10.1 | If the Pledgor or Party C materially breaches any provision of this Agreement, or fails to perform, incompletely performs or delays the performance of any obligation under this Agreement, that shall constitute a breach by the Pledgor or Party C (as the case may be) under this Agreement. |
| 11. | Termination and Release of the Pledge |
| 11.1 | After the Pledgor and Party C have fully and completely performed all Contractual Obligations and discharged all Secured Debts, the Pledgee shall, at the request of the Pledgor and as soon as reasonably practicable, release the equity pledge under this Agreement and cooperate with the Pledgor in cancelling the record of the equity pledge in Party C’s register of shareholders and in completing the cancellation registration of the pledge with the Registration Authority. |
| 11.2 | The provisions of Sections 10, 11, 13 and 14 of this Agreement shall survive the termination of this Agreement. |
| 12. | Fees and Other Expenses |
All fees and actual expenses relating to this Agreement, including without limitation attorneys’ fees, production costs, stamp duty and any other taxes and fees, shall be borne by Party C. If applicable law requires the Pledgee to bear certain of such taxes and fees, the Pledgor shall cause Party C to reimburse the Pledgee in full for the taxes and fees paid by the Pledgee.
| 13. | Confidentiality |
The Parties confirm that any oral or written information exchanged between them in connection with this Agreement constitutes confidential information. Each Party shall keep all such information confidential and shall not disclose any such information to any third party without the written consent of the other Parties, except: (a) information that is or becomes known to the public (other than through disclosure to the public by the Party receiving the information); (b) information required to be disclosed by applicable law or by the rules or regulations of any securities exchange; (c) information required to be disclosed by a Party to its legal or financial advisers in connection with the transactions contemplated by this Agreement, provided that such legal or financial advisers are bound by confidentiality obligations similar to those under this Section; or (d) information lawfully obtained by the receiving Party from other sources after receipt. Disclosure of any confidential information by any staff member or institution engaged by a Party shall be deemed to be disclosure by that Party, and that Party shall bear legal liability for the resulting breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
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| 14. | Governing Law and Dispute Resolution |
| 14.1 | The execution, effectiveness, interpretation and performance of this Agreement, and the resolution of disputes under this Agreement, shall be governed by the laws of China. |
| 14.2 | In the event of any dispute arising from the interpretation or performance of the provisions of this Agreement, the Parties shall resolve the dispute through consultation in good faith. If the Parties fail to reach agreement on the resolution of such dispute within 30 days after any Party requests the other Parties to resolve the dispute through consultation, any Party may submit the dispute to the Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration rules then in effect. The arbitration shall be conducted in Shanghai and the language of the arbitration shall be Chinese. The arbitral award shall be final and binding on all Parties. |
| 14.3 | In the event of any dispute arising from the interpretation or performance of this Agreement, or while any dispute is being arbitrated, the Parties shall, except in respect of the matters in dispute, continue to exercise their respective rights and perform their respective obligations under this Agreement. |
| 15. | Notices |
| 15.1 | All notices and other communications required or permitted to be given under this Agreement shall be delivered by personal delivery or sent by prepaid registered mail or commercial courier service to the contact address of the relevant Party. The date on which such notice is deemed effectively served shall be determined as follows: |
| 15.1.1 | a notice given by personal delivery, courier service or prepaid registered mail shall be deemed effectively served on the date of delivery or of refusal of delivery at the designated address for notices; |
| 15.1.2 | a notice given by email shall be deemed served upon dispatch. |
| 15.2 | Any Party may at any time change its address for notices by giving notice to the other Parties in accordance with the provisions of this Section. |
| 16. | Severability |
If one or more provisions of this Agreement are held to be invalid, illegal or unenforceable in any respect under any law or regulation, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any respect. The Parties shall, through consultation in good faith, endeavor to replace such invalid, illegal or unenforceable provisions with valid provisions to the maximum extent permitted by law and desired by the Parties, and the economic effect of such valid provisions shall be as similar as possible to that of the invalid, illegal or unenforceable provisions.
| 17. | Exhibits |
The exhibits listed in this Agreement form an integral part of this Agreement.
| 18. | Effectiveness and Amendment |
| 18.1 | This Agreement shall take effect on the date on which the Parties execute this Agreement. Any amendment, change or supplement to this Agreement shall be made in writing and shall take effect after being signed or sealed by the Parties and after completion of governmental registration procedures (where applicable). |
| 18.2 | After the execution of this Agreement, the Pledgee is entitled to require amendments or supplements to the provisions of this Agreement in light of actual circumstances. If such amendments or supplements do not materially diminish the rights and interests already enjoyed by Party B or Party C under this Agreement and do not materially increase the obligations already borne by Party B or Party C under this Agreement, the Pledgor and Party C shall unconditionally accept such amendments and supplements; otherwise, such amendments and supplements shall require the consent of Party B and Party C. |
| 18.3 | This Agreement is written in Chinese in four counterparts, one for each Party and one for submission to the Registration Authority, each of which has the same effect. This English version is a translation of the Chinese original prepared for reference only and has not been executed by the Parties. In the event of any discrepancy between the Chinese and English versions, the Chinese version shall prevail. |
— Signature page follows —
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This page contains no text and is the signature page of the Equity Pledge Agreement.
Party A:
Erhua Medical Technology (Changzhou) Co., Ltd. (company chop)
| Signature: | ||
| Name: | ||
| Title: | Legal Representative |
Equity Pledge Agreement
This page contains no text and is the signature page of the Equity Pledge Agreement.
Party B:
HYOUNGJU SEO (徐享周)
| Signature: |
Equity Pledge Agreement
This page contains no text and is the signature page of the Equity Pledge Agreement.
Party C:
Beijing Chenglan Kangxu Technology Co., Ltd. (company chop)
| Signature: | ||
| Name: | ||
| Title: | Legal Representative |
Equity Pledge Agreement
Exhibit 1
Register of Shareholders of Beijing Chenglan Kangxu Technology Co., Ltd.
, 2026
| Name | ID number | Capital contribution |
| HYOUNGJU SEO (徐享周) |
ID number: Korean passport number M100Z4858 |
Capital contribution certificate: No. 1 Capital contribution: RMB100,000 Contribution percentage: 100.00% All of such 100% equity interests have been pledged to Erhua Medical Technology (Changzhou) Co., Ltd. |
|
Company: Beijing Chenglan Kangxu Technology Co., Ltd. (company chop) Signature: _________________ Name: Title: Legal Representative |
Equity Pledge Agreement
Exhibit 2
Capital Contribution Certificate
No.: 1
Company name: Beijing Chenglan Kangxu Technology Co., Ltd.
Date of establishment: September 2, 2026
Registered capital: RMB100,000
Name of shareholder: HYOUNGJU SEO (徐享周)
Capital contribution: RMB100,000
Date of contribution: RMB__________ paid up as of ____________, 2026
Equity percentage: 100.00%
Beijing Chenglan Kangxu Technology Co., Ltd. (company seal)
Legal representative (signature):
Date of issue: ____________, 2026
Equity Pledge Agreement
Exhibit 10.5
Power of Attorney Agreement
This Power of Attorney Agreement (this “Agreement”) is entered into as of ____________, 2026 by and among:
| Party A: | Erhua Medical Technology (Changzhou) Co., Ltd., a limited liability company established in the People’s Republic of China (“China”), with its registered address at No. 33 Xiangyun Road, Jiangsu Wujin Economic Development Zone, and unified social credit code 91320412MA22J9TA7M; |
| Party B: | HYOUNGJU SEO (徐享周), Korean passport number: M100Z4858; |
| Party C: | Beijing Chenglan Kangxu Technology Co., Ltd. (the “Domestic Company”), a limited liability company established in China, with its registered address at Room A2989, 2/F, Building E10, Free Trade Innovation Service Center, Daxing Airport Area of the China (Beijing) Pilot Free Trade Zone, No. 1 Yuanping North Road, Lixian Town, Beijing Daxing International Airport Economic Zone, Beijing, and unified social credit code 91110115MAKNEGJU0Y. |
In this Agreement, Party A, Party B and Party C are each referred to as a “Party” and collectively as the “Parties”.
Whereas: As of the date of execution of this Agreement, the registered capital of Party C is RMB100,000. Party B holds 100% of the equity interests in Party C. Party C is the sole shareholder of Huaxia Qiying (Beijing) Technology Co., Ltd. and holds 100% of the equity interests in Huaxia Qiying (Beijing) Technology Co., Ltd.
The Parties, having reached agreement through consultation, hereby agree as follows:
With respect to Party B’s equity interests, Party B hereby irrevocably authorizes Party A to exercise the following rights during the term of this Agreement:
Unless the context otherwise requires, the shareholder rights, management rights, voting rights, assets, business, revenue and other matters relating to Party C under this Agreement shall include the corresponding matters of the subsidiaries in which Party C directly or indirectly holds equity interests or which Party C controls (including Huaxia Qiying (Beijing) Technology Co., Ltd.).
Party A is hereby authorized to act as the sole agent and attorney-in-fact of Party B, with full authority to act on behalf of Party B in respect of Party B’s equity interests, the equity interests in the subsidiaries held by Party C and related control matters, including without limitation: (1) attending shareholder meetings of the Domestic Company (and adopting shareholder resolutions/shareholder decisions of the Domestic Company); (2) exercising all shareholder rights and shareholder voting rights enjoyed by Party B under PRC law and the articles of association of the Domestic Company, including without limitation the sale, transfer, pledge or disposal of all or part of Party B’s equity interests; (3) designating and appointing, on behalf of Party B, the legal representative (chairman), directors/executive director, supervisors, chief executive officer and other senior officers of the Domestic Company and its subsidiaries; (4) executing, in the name of and on behalf of Party B, any resolutions and minutes in the capacity of shareholder and/or director (or executive director) of the company; (5) approving amendments to the articles of association; and (6) causing the Domestic Company to exercise shareholder rights in respect of the 100% equity interests it holds in Huaxia Qiying (Beijing) Technology Co., Ltd., and, as requested by Party A, handling the appointment and removal of directors, executive directors, supervisors, managers, financial officers, legal representatives or other management personnel of such subsidiary, amendments to its articles of association, disposal of assets, disposal of equity interests, profit distribution, registrations and filings and other matters. Without Party A’s written consent, Party B shall not increase or reduce the registered capital of the company, and shall not dispose of or change Party B’s equity interests by way of transfer, further pledge or in any other manner.
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If, under applicable law, voting rights must be exercised or relevant documents must be executed by Party B in person, Party B shall exercise such voting rights or execute such documents in accordance with Party A’s instructions.
Without limiting the generality of the authority granted under this Agreement, Party A shall, pursuant to this Agreement, have the power and be authorized to execute on behalf of Party B the transfer contracts provided for in the Exclusive Purchase Option Agreement (to which Party B is required to be a signing party), and to perform the terms of the Equity Pledge Agreement and the Exclusive Purchase Option Agreement executed on the same date as this Agreement to which Party B is a signing party.
All acts of Party A in connection with Party B’s equity interests, the equity interests in the subsidiaries held by Party C and related control matters shall be deemed to be the acts of Party B, and all documents executed by Party A shall be deemed to have been executed by Party B. Party B hereby acknowledges and ratifies such acts and/or documents of Party A.
Party A shall be entitled, at its sole discretion, to sub-delegate or assign to any other person or entity its rights in connection with the foregoing matters, without prior notice to or the consent of Party B.
For so long as Party B remains a shareholder of the Domestic Company, this Agreement and the authorization hereunder are coupled with an interest, shall be irrevocable and shall remain continuously effective from the date of execution of this Agreement.
During the term of this Agreement, Party B hereby waives all rights in connection with Party B’s equity interests, the equity interests in the subsidiaries held by Party C and related control matters that have been authorized to Party A under this Agreement, and shall not exercise such rights by itself.
If at any time during the term of this Agreement the grant or exercise of the authority under this Agreement cannot be realized for any reason, the Parties shall immediately seek an alternative arrangement most closely approximating the provision that cannot be realized and, where necessary, execute supplemental agreements to amend or adjust the terms of this Agreement so as to ensure that the purposes of this Agreement continue to be achieved.
The conclusion, effectiveness, performance, amendment, interpretation and termination of this Agreement shall be governed by the laws of the People’s Republic of China.
In the event of any dispute arising from the interpretation or performance of this Agreement, the Parties shall first resolve the dispute through friendly consultation. If the Parties fail to reach agreement on the resolution of such dispute within 30 days after any Party requests the other Parties to resolve the dispute through consultation, any Party may submit the dispute to the Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration rules then in effect. The arbitration shall be conducted in Shanghai and the language of the arbitration shall be Chinese. The arbitral award shall be final and binding on all Parties.
This Agreement shall take effect on the date of execution by the Parties and shall remain irrevocable and continuously effective until the expiration of the term of the Equity Pledge Agreement executed by Party A, Party B and Party C on ____________, 2026.
This Agreement is written in Chinese in three counterparts, one for each Party, each of which has the same legal effect. This English version is a translation of the Chinese original prepared for reference only and has not been executed by the Parties. In the event of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.
– No text below this line –
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This page contains no text and is the signature page of the Power of Attorney Agreement.
Party A:
Erhua Medical Technology (Changzhou) Co., Ltd. (company chop)
| Signature: | ||
| Name: | ||
| Title: Legal Representative | ||
Power of Attorney Agreement
This page contains no text and is the signature page of the Power of Attorney Agreement.
Party B:
HYOUNGJU SEO (徐享周)
| Signature: |
Power of Attorney Agreement
This page contains no text and is the signature page of the Power of Attorney Agreement.
Party C:
Beijing Chenglan Kangxu Technology Co., Ltd. (company chop)
| Signature: | ||
| Name: | ||
| Title: Legal Representative | ||
Power of Attorney Agreement
Exhibit 10.6
HTFX INVESTMENT ASSETS TRANSFER AGREEMENT
JIN MEDICAL INTERNATIONAL LTD.
KRENLY UNIT LIMITED
HTFX LIMITED
Execution Date: September [●], 2026
HTFX INVESTMENT ASSETS TRANSFER AGREEMENT
WHEREAS, the Transferor entered into a Fund Investment Entrusted Management Agreement with the Manager (the “Original Agreement”), under which the entrusted investment management term commenced on February 19, 2024 and the Transferor’s original entrusted investment amount was US$5,000,000;
WHEREAS, the Original Agreement provides for an investment management term of one year, which shall be automatically renewed for successive one-year terms if the Transferor does not give written notice of termination to the Manager at least 30 days before the expiration of the then current term; the Original Agreement provides for an annualized fixed return rate of 4%;
WHEREAS, the Transferor and other relevant parties have entered into or propose to enter into the VIE Control Master Acquisition Agreement (the “Master Agreement”), pursuant to which the Transferee is the Holding Entity; the Transferor is required, in accordance with the Seller’s irrevocable payment direction and authorization under Section 3.8 of the Master Agreement, to transfer the HTFX Investment Assets to the Transferee at the Closing under the Master Agreement as part of the transaction consideration thereunder;
WHEREAS, the Parties intend that this Agreement transfer all investments and all rights, interests and economic benefits under or arising from the Original Agreement and relating to such investments;
WHEREAS, the Manager executes this Agreement to confirm and, to the extent necessary, consent to such transfer, to acknowledge from the Effective Time that the Transferee assumes the investor rights, interests and transferable contractual position relating to such investment under the Original Agreement, and to implement the payment, account and other instructions set forth herein.
NOW, THEREFORE, the Parties agree as follows:
Article I Definitions and Relationship with the Master Agreement
“Effective Time” means the time at which the Closing under the Master Agreement occurs, which shall become effective simultaneously with the other transactions contemplated by the Master Agreement.
“HTFX Investment Assets” means all investments of the Transferor under or arising from the Original Agreement and all economic assets, interests and rights relating to the relevant investment, including: (a) all unreturned investment principal; (b) all accrued but unpaid and future investment income and other amounts payable; (c) all redemption proceeds, exit proceeds, distributions, liquidation proceeds and final settlement amounts; (d) any cash, property, securities or other assets distributed, returned or delivered to the Transferor in respect of such investment; and (e) all contractual rights, enforcement rights and other investor rights relating to the foregoing, in each case to the extent actually held, receivable, collectible or exercisable by the Transferor under the Original Agreement and applicable Law.
Capitalized English terms used but not defined herein shall have the meanings given to them in the Master Agreement. If this Agreement is inconsistent with the Master Agreement with respect to the specific transfer mechanism for the HTFX Investment Assets, this Agreement shall prevail solely with respect to such transfer mechanism; the Master Agreement shall continue to prevail with respect to the Aggregate Consideration, Closing conditions and the integrated nature of the overall transaction.
Article II Transfer of the HTFX Investment Assets
2.1 Transfer
At the Effective Time, in accordance with the Seller’s irrevocable payment direction and authorization under Section 3.8 of the Master Agreement, the Transferor hereby sells, assigns, transfers, conveys and delivers to the Transferee all of the Transferor’s rights, title, economic interests and contractual rights in and to the HTFX Investment Assets, and the Transferee hereby accepts such transfer, in each case to the maximum extent transferable under the Original Agreement and applicable Law. Such transfer is intended to transfer to the Transferee all economic interests of the Transferor relating to the relevant investment under the Original Agreement, including all unreturned investment principal, all accrued and future investment income, redemption or exit proceeds, distributions, final settlement amounts, and any other cash, property, securities or other assets received in respect of the relevant investment.
2.2 Agreed Transaction Value
Solely for purposes of the Master Agreement, the agreed transaction value of the HTFX Investment Assets is US$4,194,167.00. Such agreed transaction value is used only for determining the transaction consideration under the Master Agreement and does not constitute any representation, undertaking or guarantee as to the future investment performance, market value, or timing or amount of final realization of the HTFX Investment Assets.
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2.3 No Retained Economic Interest
From and after the Effective Time, the Transferor shall not retain any economic interest in the HTFX Investment Assets. If, after the Effective Time, any payment, distribution, property, securities or other proceeds attributable to the HTFX Investment Assets are received by or delivered to the Transferor, the Transferor shall hold such amounts or assets for the account and benefit of the Transferee and shall promptly deliver or transfer them in full to the Transferee after receipt, except for any withholding required by applicable Law.
Article III Manager Consent Confirmation and Account Instructions
3.1 Manager Consent to Transfer and Assumption of Contractual Position
The Manager confirms and agrees that the Transferor shall transfer the HTFX Investment Assets and the investor rights, interests and transferable contractual position relating to the relevant investment under the Original Agreement to the Transferee in accordance with this Agreement. From and after the Effective Time, to the extent permitted by applicable Law, the Transferee shall assume the Transferor’s investor rights and corresponding obligations arising after the Effective Time in respect of the relevant investment under the Original Agreement, and shall replace the Transferor as the investor (Party A) of the relevant investment. The Manager agrees to process the corresponding changes to investor registration, payment account and other relevant records in accordance with this Agreement.
3.2 Confirmation of Transferee
From and after the Effective Time, the Manager shall register the Transferee in its books, investor records and other relevant records as the successor investor of the relevant investment, and shall update the investor information, payment account and other relevant records accordingly. From and after the Effective Time, except for liabilities or obligations of the Transferor that arose before the Effective Time, the Manager agrees not to require the Transferor to perform any investor-side obligations arising after the Effective Time in respect of the relevant investment, and such obligations shall be performed by the Transferee in accordance with the Original Agreement and this Agreement. If customer identification, anti-money laundering, tax, account registration or other reasonable compliance procedures are required to complete the investor change, the Parties shall cooperate promptly; provided that, to the extent permitted by applicable Law, such administrative or compliance procedures shall not affect the validity of the Manager’s consent set forth in Section 3.1 and shall not serve as a basis for the Manager to continue requiring the Transferor to perform investor-side obligations arising after the Effective Time.
3.3 Payments and Distributions
From and after the Effective Time, the Manager shall directly pay or deliver to the Transferee, or to the account designated by the Transferee in writing in accordance with the Manager’s reasonable account verification and compliance procedures, all investment income, return of principal, redemption or exit proceeds, distributions, final settlement amounts and other cash, property, securities or proceeds attributable to the HTFX Investment Assets.
3.4 Exercise of Investor Rights
From and after the Effective Time, the Manager shall accept from the Transferee, rather than the Transferor, all notices, instructions, redemption or exit applications, renewal or termination notices and other directions that the investor is entitled to give under the Original Agreement, subject to the Original Agreement and applicable Law.
3.5 Arrangements Pending Perfection of Rights
If any investor registration, account change or other related procedure cannot be completed at the Effective Time, then, to the extent permitted by applicable Law, the transfer of economic interests in the HTFX Investment Assets between the Transferor and the Transferee shall nevertheless become effective at the Effective Time. Pending completion of the relevant procedures, the Transferor may exercise the affected investor rights only in accordance with the Transferee’s written instructions, and the Manager shall cooperate and complete the relevant procedures as soon as practicable.
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3.6 No Termination or Amendment of Original Agreement Without Transferee Consent
From the date of execution of this Agreement until the Effective Time, without the prior written consent of the Transferee, the Transferor shall not terminate, fail to renew, redeem, exit or materially amend the Original Agreement or the relevant investment, nor waive or materially reduce the HTFX Investment Assets; and the Manager shall not implement any of the foregoing matters based solely on unilateral instructions from the Transferor. From and after the Effective Time, any renewal, termination, redemption, exit and other investor decisions relating to the relevant investment shall be made by the Transferee in accordance with the Original Agreement. This Section shall not limit the Manager’s independent termination right under Section 8.1 of the Original Agreement; provided that, to the extent reasonably practicable and legally permissible, the Manager shall notify the Transferee before taking such action.
Article IV Assumption and Allocation of Obligations
4.1 Obligations After the Effective Time
From and after the Effective Time, the Transferee assumes and agrees to perform investor-side obligations under the Original Agreement that relate to the relevant investment, arise after the Effective Time and may lawfully be assumed by the Transferee, including obligations relating to notices, instructions and compliance information reasonably requested by the Manager to confirm the Transferee and implement this transfer. The Manager expressly consents under Section 3.1 to such assumption of obligations and the corresponding transfer of contractual position.
4.2 Matters Before the Effective Time
The Transferor shall remain responsible for any liability or obligation arising from its breach of the Original Agreement before the Effective Time or from any other act or omission of the Transferor before the Effective Time. The Transferee shall not, solely by acquiring the HTFX Investment Assets, be deemed to assume any liability attributable to the Transferor’s breach, act or omission before the Effective Time.
4.3 No Expansion of Manager Obligations
Except for the obligations expressly assumed by the Manager under this Agreement, this Agreement does not expand the Manager’s investment management, payment or other substantive obligations beyond those set forth in the Original Agreement. The Original Agreement shall remain the basis of the Manager’s substantive investment management obligations in respect of the relevant investment.
Article V Representations Warranties and Confirmations
5.1 Transferor Representations and Warranties
The Transferor represents and warrants to the Transferee and the Manager as of the date of this Agreement and as of the Effective Time that: (a) it has all corporate power and authority required to execute, deliver and perform this Agreement; (b) it is the lawful holder of the HTFX Investment Assets; (c) except as disclosed in writing to the Transferee, it has not created any encumbrance over the HTFX Investment Assets and has not previously sold, assigned, transferred, waived or released any material part of the HTFX Investment Assets; (d) the copy of the Original Agreement provided for this transaction is the agreement pursuant to which the Transferor made the relevant investment; (e) the Original Agreement remains valid and effective with respect to the relevant investment proposed to be transferred; and (f) except as disclosed in writing to the Transferee, it has not taken any action to redeem, exit, terminate or otherwise materially reduce the relevant investment under the Original Agreement.
5.2 Transferee Representations and Warranties
The Transferee represents and warrants to the Transferor and the Manager as of the date of this Agreement and as of the Effective Time that: (a) it has all power, legal capacity and authority, as applicable, required to execute, deliver and perform this Agreement; (b) it has independently reviewed the Original Agreement and accepts the investment, liquidity, counterparty and other risks relating to the relevant investment; and (c) it will provide to the Manager such identification, beneficial ownership, tax, sanctions, anti-money laundering, customer identification and other information as the Manager may reasonably request to confirm the Transferee and implement this transfer.
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5.3 Manager Representations and Confirmations
The Manager represents and confirms to the Transferor and the Transferee that: (a) it has all power and authority required to execute, deliver and perform this Agreement and to give the consent set forth in Section 3.1; (b) as of the date of this Agreement, the Original Agreement remains valid and effective with respect to the relevant investment; (c) except as disclosed in writing to the Transferee, the Manager has not received any termination or non-renewal notice that would cause the Original Agreement to terminate or cease to be effective before the Effective Time; (d) the Manager has consented to this transfer, the assumption of contractual position and the investor change, and will process the relevant investor registration, account, payment, instruction and record changes in accordance with Article III; and (e) the Manager acknowledges and agrees to Section 3.6 of this Agreement.
Article VI Confirmation of HTFX Investment Assets
6.1 Closing Confirmation
Appendix I reflects the status of the HTFX Investment Assets confirmed by the Manager as of 00:00 on September 1, 2026. No later than the Effective Time, if the Effective Time is later than such date, the Manager shall update or countersign a written confirmation as of a date reasonably close to the Effective Time, including, to the extent reflected in the Manager’s records, the unreturned investment principal, accrued but unpaid investment income, distributions or redemption proceeds pending payment, and other amounts then payable or attributable to the relevant investment. Such updated confirmation may be substantially in the form of Appendix I.
6.2 No Limitation on Scope of Transferred Assets
Any amounts set forth in Appendix I are evidence of the status of the HTFX Investment Assets as of the stated date only and shall not limit the scope of the HTFX Investment Assets transferred under Section 2.1. Any additional amount, property or right arising, accruing or becoming payable before or after the stated date and attributable to the relevant investment shall be included in the HTFX Investment Assets in accordance with Section 2.1.
Article VII Further Assurances
The Parties shall execute and deliver any supplemental notice, confirmation, consent, replacement document, account instruction, authorization, payment instruction or other document, and take such other commercially reasonable actions, as may be reasonably necessary to implement, evidence or perfect the transfer under this Agreement and enable the Transferee to obtain all economic benefits of the HTFX Investment Assets.
Article VIII Taxes and Withholding
Each Party shall bear the Taxes imposed on it in connection with this Agreement and this transfer, except as otherwise provided in the Master Agreement. The Transferor and the Manager may deduct and withhold Taxes from any payment or transfer to the extent required by applicable Law; any amount so properly withheld and paid to the relevant Governmental Authority shall be deemed paid to the applicable recipient.
Article IX Effectiveness Closing and Termination
9.1 Effectiveness
This Agreement is formed and becomes effective upon execution by all Parties; provided that the transfer of the HTFX Investment Assets, the Transferee’s assumption of the investor contractual position under the Original Agreement, and the investor change shall occur and become effective only at the Effective Time. For the avoidance of doubt, Section 3.6 shall be binding on the Transferor and the Manager from the date of execution of this Agreement. The Parties may take preparatory steps before the Effective Time to complete customer identification, anti-money laundering, account registration or other administrative procedures; provided that, before the Closing under the Master Agreement occurs, the transfer of the HTFX Investment Assets under this Agreement shall not be deemed finally completed.
For the avoidance of doubt, although the transfer of the HTFX Investment Assets becomes legally effective only at the Effective Time, the Parties confirm and agree that, subject to the actual occurrence of the Closing under the Master Agreement, from and after the Effective Time, the Transferee shall retroactively be entitled to all investment income, distributions, redemption proceeds and other economic benefits generated by the HTFX Investment Assets from September 1, 2026 (the “Economic Entitlement Calculation Date”). With respect to any payment, property or other proceeds received by the Transferor in respect of the HTFX Investment Assets during the period from the Economic Entitlement Calculation Date to the Effective Time, the Transferor shall, at the Effective Time, hold such payment, property or proceeds for the account and benefit of the Transferee in the same manner as provided in Section 2.3 and shall promptly deliver or transfer it in full to the Transferee. Any tax burden arising from the foregoing retroactive economic benefit arrangement shall ultimately be borne by the Transferee; if the Transferor is required to pay, is withheld against, or otherwise actually bears any Tax as a result thereof, the Transferee shall promptly reimburse the Transferor in the same amount after receiving written notice from the Transferor.
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9.2 No Closing Under the Master Agreement
If the Master Agreement is terminated before Closing, this Agreement shall automatically terminate and have no further force or effect, except for provisions that by their nature should survive. If, before such termination, any implementation steps have been taken solely for administrative, registration or account purposes, the Parties shall promptly cooperate to restore the status quo ante to the extent permitted by applicable Law. For the avoidance of doubt, if the Master Agreement is terminated before Closing, the retroactive economic benefit arrangement from the Economic Entitlement Calculation Date described in Section 9.1 shall not become effective, and the Transferee shall have no right to claim against the Transferor any investment income, distributions, redemption proceeds or other economic benefits for such period.
Article X Miscellaneous
10.1 Notices
All notices under this Agreement shall be in writing and delivered by hand, reputable courier service or email to the address or email address set forth on the signature pages of the Parties, or to such other address or email address subsequently designated in writing by the relevant Party. Notices to the Manager may be sent to the address and email address set forth in the Original Agreement, unless the Manager separately designates alternative contact details in writing.
10.2 Amendments and Waivers
This Agreement may be amended only by a written instrument signed by all Parties. Any waiver must be in writing and signed by the Party against whom such waiver is asserted.
10.3 Assignment
No Party may assign this Agreement without the prior written consent of the other Parties; provided that the Transferee may assign its rights under this Agreement together with the HTFX Investment Assets to the extent permitted by the Original Agreement, applicable Law and the Manager’s reasonable compliance procedures.
10.4 Governing Law
This Agreement and any dispute arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China.
10.5 Dispute Resolution
Any dispute arising out of or relating to the formation, performance, interpretation, validity, amendment or termination of this Agreement shall first be resolved by friendly consultation among the Parties. If consultation fails, any Party may submit the dispute to the Hong Kong International Arbitration Centre for arbitration in accordance with the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The seat of arbitration shall be Hong Kong, the language of arbitration shall be Chinese, and the arbitral tribunal shall consist of three arbitrators. The arbitral award shall be final and binding on the Parties. This Section shall not affect the right of any Party to apply to a court of competent jurisdiction for interim, conservatory or other interlocutory relief.
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10.6 Entire Agreement Relationship with Original Agreement and Master Agreement
This Agreement constitutes the entire agreement among the Transferor, the Transferee and the Manager with respect to the transfer mechanism for the HTFX Investment Assets, the Manager’s consent, the assumption of contractual position and the investor change. The Master Agreement is binding only on its parties; as between the Transferor and the Transferee, the relevant provisions of the Master Agreement shall apply to the transaction consideration, Closing conditions and the fact that this transfer forms part of the overall transaction. Except for the modifications made by this Agreement with respect to investor identity, payment instructions, transfer mechanism, assumption of contractual position and other matters expressly provided herein, the Original Agreement shall continue in effect in accordance with its terms. From and after the Effective Time, to the extent permitted by applicable Law, references in the Original Agreement to the investor (Party A) shall, with respect to the relevant investment, be deemed to refer to the Transferee; if this Agreement is inconsistent with the Original Agreement with respect to this transfer, investor identity, payment or account instructions, this Agreement shall prevail.
10.7 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. Electronic signatures and PDF signatures shall have the same legal effect to the maximum extent permitted by applicable Law.
10.8 Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in effect, and the Parties shall negotiate in good faith to implement a lawful and valid replacement provision that most closely reflects the original commercial intent.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.
Transferor:
| JIN MEDICAL INTERNATIONAL LTD. | ||
| Signature: | ||
| Name: | ||
| Title: | ||
| Address: | ||
| Email: | ||
| Transferee: | ||
| KRENLY UNIT LIMITED | ||
| Signature: | ||
| Name: | HYOUNGJU SEO | |
| Title: | Director | |
| Address: | 101-1203, 38 Teheran-ro 87-gil, Gangnam-gu, Seoul 06164, Republic of Korea | |
| Email: | krenly-unit-limited@outlook.com | |
| Manager: | ||
| HTFX LIMITED | ||
| Signature: | ||
| Name: | ||
| Title: | ||
| Address: | New Broad Street House, 35 New Broad Street, London, EC2M 1NH, United Kingdom | |
| Email: | support@htfx.com | |
Appendix I Confirmation of HTFX Investment Assets
HTFX LIMITED confirms the status of the HTFX Investment Assets as of 00:00 on September 1, 2026 as follows:
| Item | Amount |
| Unreturned investment principal | US$4,000,000.00 |
| Accrued but unpaid investment income | US$194,167.00 |
| Pending distributions / redemption proceeds, if any | US$0 |
| Other payables or attributable amounts, if any | US$0 |
| Total, for confirmation only and without limiting the transferred assets | US$4,194,167.00 |
| HTFX LIMITED | ||
| Signature: | ||
| Name: | ||
| Title: | ||
| Date: | ||
Exhibit 10.7
CHANGZHOU ZHONGJIN-ZHEJIANG MUCHI INVESTMENT ASSETS TRANSFER AGREEMENT
Parties:
Changzhou Zhongjin Medical Co., Ltd.
HYOUNGJU SEO
Zhejiang Muchi Investment Management Co., Ltd.
Execution Date: September [●], 2026
CHANGZHOU ZHONGJIN-ZHEJIANG MUCHI INVESTMENT ASSETS TRANSFER AGREEMENT
WHEREAS, the Transferor previously entered into three Fund Investment Entrusted Management Agreements with Shanghai Yingkai Baozang Asset Management Co., Ltd. (“Shanghai Yingkai”), including (i) agreement No. ZJ750, dated April 10, 2025, with an original fund investment amount of RMB7,500,000; (ii) agreement No. ZJ1500, dated March 6, 2025, with an original fund investment amount of RMB15,000,000; and (iii) agreement No. ZJ8000, dated July 1, 2024, with an original fund investment amount of RMB80,000,000 (collectively, the “Original Fund Agreements”);
WHEREAS, the Transferor, Shanghai Yingkai and the Manager entered into a Fund Investment Tripartite Agreement, pursuant to which, from October 1, 2025, Shanghai Yingkai transferred to the Manager all of its rights and obligations under the Original Fund Agreements, and the Manager agreed to assume such rights and obligations and to perform the manager’s obligations and exercise the corresponding rights thereunder as amended by such tripartite agreement; such tripartite agreement also adjusted the annualized return rate under the Original Fund Agreements from 6% to 4% and provided that the unamended terms of the Original Fund Agreements shall remain in effect (the “Tripartite Agreement”);
WHEREAS, the Transferor and other relevant parties have entered into or propose to enter into the VIE Control Master Acquisition Agreement (the “Master Agreement”), under which the Transferee is the Seller Controlling Person; pursuant to the Master Agreement, the Transferor is required, in accordance with the Seller’s irrevocable payment direction and authorization under Section 3.8 of the Master Agreement, to transfer the Changzhou Muchi Investment Assets to the Transferee at the Closing under the Master Agreement as part of the consideration for the transactions contemplated thereby;
WHEREAS, the Parties intend that this Agreement transfer all investments and all rights, interests and economic benefits relating to such investments under or arising from the Original Fund Agreements and the Tripartite Agreement, rather than merely the right to receive periodic investment income;
WHEREAS, the Manager executes this Agreement to confirm and, to the extent necessary, consent to such transfer, to acknowledge from the Effective Time that the Transferee assumes the investor rights, interests and transferable contractual position relating to the relevant investments under the Original Fund Agreements and the Tripartite Agreement, and to implement the payment, account, investor registration and other instructions set forth herein.
NOW, THEREFORE, the Parties agree as follows:
Article I Definitions and Relationship with the Master Agreement
“Effective Time” means the time at which the Closing under the Master Agreement occurs, which shall become effective simultaneously with the other transactions contemplated by the Master Agreement.
“Underlying Investment Agreements” means, collectively, the Original Fund Agreements and the Tripartite Agreement.
“Changzhou Muchi Investment Assets” means all investments of the Transferor under or arising from the Underlying Investment Agreements and all economic assets, interests and rights relating to such investments, including: (a) all unreturned investment principal; (b) all accrued but unpaid and future investment income and other amounts payable; (c) all redemption proceeds, exit proceeds, distributions, liquidation proceeds and final settlement amounts; (d) any cash, property, securities or other assets distributed, returned or delivered to the Transferor in respect of such investments; and (e) all contractual rights, enforcement rights and other investor rights relating to the foregoing, in each case to the extent actually held, receivable, collectible or exercisable by the Transferor under the Underlying Investment Agreements and applicable Law.
Capitalized English terms used but not defined herein shall have the meanings given to them in the Master Agreement. If this Agreement is inconsistent with the Master Agreement with respect to the specific transfer mechanism for the Changzhou Muchi Investment Assets, this Agreement shall prevail solely with respect to such transfer mechanism; the Master Agreement shall continue to prevail with respect to the Aggregate Consideration, Closing conditions and the integrated nature of the overall transaction.
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Article II Transfer of the Investment Assets
2.1 Transfer
At the Effective Time, in accordance with the Seller’s irrevocable payment direction and authorization under Section 3.8 of the Master Agreement, the Transferor hereby sells, assigns, transfers, conveys and delivers to the Transferee all of the Transferor’s rights, title, economic interests and contractual rights in and to the Changzhou Muchi Investment Assets, and the Transferee hereby accepts such transfer, in each case to the maximum extent transferable under the Underlying Investment Agreements and applicable Law. Such transfer is intended to transfer to the Transferee all economic interests of the Transferor relating to the relevant investments under the Underlying Investment Agreements, including all unreturned investment principal, all accrued and future investment income, redemption or exit proceeds, distributions, final settlement amounts, and any other cash, property, securities or other assets received in respect of the relevant investments.
2.2 Agreed Transaction Value
Solely for purposes of the Master Agreement, the agreed transaction value of the Changzhou Muchi Investment Assets is RMB109,380,958.00. Such agreed transaction value is used only for determining the transaction consideration under the Master Agreement and does not constitute any representation, undertaking or guarantee as to the actual account balance, future investment performance, market value, or timing or amount of final realization of the Changzhou Muchi Investment Assets as of any date.
2.3 No Retained Economic Interest
From and after the Effective Time, the Transferor shall not retain any economic interest in the Changzhou Muchi Investment Assets. If, after the Effective Time, any payment, distribution, property, securities or other proceeds attributable to the Changzhou Muchi Investment Assets are received by or delivered to the Transferor, the Transferor shall hold such amounts or assets for the account and benefit of the Transferee and shall promptly deliver or transfer them in full to the Transferee after receipt, except for any withholding required by applicable Law.
Article III Manager Consent Confirmation and Investor Registration
3.1 Manager Consent to Transfer and Assumption of Contractual Position
The Manager acknowledges and agrees that the Transferor shall transfer to the Transferee the Changzhou Muchi Investment Assets and the investor rights, interests and transferable contractual position relating to the relevant investments under the Underlying Investment Agreements. From and after the Effective Time, to the extent permitted by applicable Law, the Transferee shall assume the Transferor’s investor rights and corresponding obligations arising after the Effective Time in respect of the relevant investments under the Underlying Investment Agreements and shall replace the Transferor as the investor (Party A) of the relevant investments. The Manager agrees to process the corresponding investor registration, payment account and other related record changes in accordance with this Agreement.
3.2 Confirmation of Transferee and Investor Registration
From and after the Effective Time, the Manager shall record the Transferee in its books, investor records and other relevant records as the successor investor of the relevant investments and update the investor information, payment account and other related records accordingly. From and after the Effective Time, except for liabilities or obligations of the Transferor accrued before the Effective Time, the Manager agrees that it shall no longer require the Transferor to perform any investor obligations arising after the Effective Time with respect to the relevant investments, and that such obligations shall be performed by the Transferee in accordance with the Underlying Investment Agreements and this Agreement. If customer identification, anti-money laundering, tax, investor registration or other reasonable compliance procedures are required to complete the investor change, the Parties shall cooperate promptly; provided that, to the extent permitted by applicable Law, such administrative or compliance procedures shall not affect the effectiveness of the Manager’s consent under Section 3.1 or serve as a basis for the Manager to continue to require the Transferor to perform investor obligations arising after the Effective Time.
3.3 Payments and Distributions
From and after the Effective Time, the Manager shall pay or deliver all investment income, returned principal, redemption or exit proceeds, distributions, final settlement amounts and other cash, property, securities or proceeds attributable to the Changzhou Muchi Investment Assets directly to the Transferee, or to the account designated in writing by the Transferee in accordance with the Manager’s reasonable account verification and compliance procedures.
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3.4 Exercise of Investor Rights
From and after the Effective Time, the Manager shall accept from the Transferee, rather than the Transferor, all notices, instructions, redemption or exit requests, renewal or termination notices and other directions that the investor is entitled to give under the Underlying Investment Agreements, subject to the Underlying Investment Agreements and applicable Law.
3.5 Arrangements Pending Perfection
If any investor registration, account change or other related procedure cannot be completed by the Effective Time, the transfer of the economic interests in the Changzhou Muchi Investment Assets between the Transferor and the Transferee shall nevertheless become effective at the Effective Time to the extent permitted by applicable Law. Pending completion of the relevant procedures, the Transferor may exercise the affected investor rights only in accordance with the Transferee’s written instructions, and the Manager shall cooperate to complete such procedures as soon as practicable.
3.6 No Termination Redemption or Amendment without Transferee Consent
From the date of this Agreement until the Effective Time, without the prior written consent of the Transferee, the Transferor shall not terminate, fail to renew, redeem, exit or materially amend the Underlying Investment Agreements or the relevant investments, or waive or materially reduce the Changzhou Muchi Investment Assets; and the Manager shall not implement any of the foregoing based solely on the Transferor’s unilateral instruction. From and after the Effective Time, decisions relating to renewal, termination, redemption, exit and other investor matters shall be made by the Transferee in accordance with the Underlying Investment Agreements. This Section shall not limit any independent termination right of the Manager under the Underlying Investment Agreements; provided that, to the extent reasonably practicable and permitted by Law, the Manager shall notify the Transferee before taking such action.
Article IV Assumption and Allocation of Obligations
4.1 Post-Effective Time Obligations
From and after the Effective Time, the Transferee assumes and agrees to perform the investor obligations under the Underlying Investment Agreements that relate to the relevant investments, arise after the Effective Time and may lawfully be assumed by the Transferee, including notices, instructions, source-of-funds information and compliance information reasonably requested by the Manager to confirm the Transferee and implement this transfer. The Manager expressly consents under Section 3.1 to such assumption of obligations and corresponding transfer of contractual position.
4.2 Pre-Effective Time Matters
The Transferor shall remain responsible for any liability or obligation arising from its breach of the Underlying Investment Agreements before the Effective Time or any other act or omission before the Effective Time. The Transferee shall not, solely by acquiring the Changzhou Muchi Investment Assets, be deemed to assume any liability attributable to the Transferor’s breach, act or omission before the Effective Time.
4.3 No Expansion of Manager Obligations
Except for the obligations expressly undertaken by the Manager in this Agreement, this Agreement does not expand the Manager’s substantive obligations for investment management, income payment, principal return or other matters beyond those set forth in the Underlying Investment Agreements. With respect to the relevant investments, the Underlying Investment Agreements shall continue to govern the Manager’s substantive investment management obligations.
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Article V Representations Warranties and Confirmations
5.1 Representations and Warranties of the Transferor
The Transferor represents and warrants to the Transferee and the Manager as of the date hereof and as of the Effective Time that: (a) it has all corporate power and authority required to execute, deliver and perform this Agreement; (b) it is the lawful holder of the Changzhou Muchi Investment Assets; (c) except as disclosed in writing to the Transferee, it has not created any Encumbrance over the Changzhou Muchi Investment Assets, nor has it previously sold, assigned, transferred, waived or released any material portion of the Changzhou Muchi Investment Assets; (d) the copies of the three Original Fund Agreements and the Tripartite Agreement provided for this transaction are the agreements pursuant to which the Transferor holds the relevant investment rights; (e) the Underlying Investment Agreements remains in effect with respect to the relevant investments proposed to be transferred; and (f) except as disclosed in writing to the Transferee, it has not taken any action to redeem, exit, terminate, fail to renew or otherwise materially reduce any relevant investment, nor has it waived any material right relating to the Changzhou Muchi Investment Assets, except for matters included in the agreed transaction value of the Changzhou Muchi Investment Assets under the Master Agreement or disclosed in writing to the Transferee.
5.2 Representations and Warranties of the Transferee
The Transferee represents and warrants to the Transferor and the Manager as of the date hereof and as of the Effective Time that: (a) the Transferee has all power, legal capacity and authority, as applicable, required to execute, deliver and perform this Agreement; (b) the Transferee has independently reviewed the Underlying Investment Agreements and accepts the investment, liquidity, counterparty and other risks relating to the relevant investments; and (c) the Transferee will provide to the Manager such identity, beneficial ownership, tax, sanctions, anti-money laundering, know-your-customer and other information as the Manager may reasonably request to confirm the Transferee and implement this transfer.
5.3 Representations and Confirmations of the Manager
The Manager represents and confirms to the Transferor and the Transferee that: (a) it has all power and authority required to execute, deliver and perform this Agreement and to give the consent set forth in Section 3.1; (b) the Tripartite Agreement covers all three Original Fund Agreements listed herein and, pursuant to the Tripartite Agreement, from October 1, 2025, the Manager has fully assumed all manager-side rights and obligations of Shanghai Yingkai under such Original Fund Agreements and has authority to perform the Underlying Investment Agreements, accept investor instructions and give the consent under this Agreement with respect to the relevant investments; (c) as of the date hereof, the three Original Fund Agreements, as amended by the Tripartite Agreement, remain in effect with respect to the relevant investments; (d) except as disclosed in writing to the Transferee, the Manager has not received any notice or request that would cause any Underlying Investment Agreements to terminate, not renew, or cause the relevant investment to be redeemed, exited or materially reduced before the Effective Time; (e) the Manager has validly consented to this transfer, assumption of contractual position and investor replacement, and will implement the investor registration, payment, instruction and record changes in accordance with Article III; (f) the Manager confirms that the Tripartite Agreement adjusted the annualized return rate under the Original Fund Agreements from 6% to 4%, and the calculation, payment and settlement of other returns for the relevant investments shall continue to be governed by the Tripartite Agreement and the other applicable terms of the Original Fund Agreements that do not conflict with such 4% annualized return rate; and (g) the Manager acknowledges and agrees to Section 3.6 of this Agreement.
Article VI Confirmation of Changzhou Muchi Investment Assets
6.1 Closing Confirmation
No later than the Effective Time, the Manager shall provide or countersign a written statement confirming the status of the Changzhou Muchi Investment Assets as of a date reasonably close to the Effective Time, including the unreturned investment principal, accrued but unpaid investment income, pending distributions or redemption proceeds, current entrusted management term or renewal status, and other amounts then payable or attributable to the relevant investments under each Original Fund Agreement. Such confirmation may substantially follow the form attached as Appendix I hereto.
6.2 No Limitation on Transferred Assets
Any amount set forth in Appendix I is evidence only of the status of the Changzhou Muchi Investment Assets as of the stated date and shall not limit the scope of the Changzhou Muchi Investment Assets transferred under Section 2.1. Any additional amount, property or right generated, accrued or payable before or after the stated date and attributable to the relevant investments shall be included in the Changzhou Muchi Investment Assets in accordance with Section 2.1.
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Article VII Further Assurances
The Parties shall execute and deliver any supplemental notice, confirmation, consent, replacement document, investor registration document, account instruction, authorization, payment instruction or other document, and take such other commercially reasonable actions, as may be reasonably necessary to implement, evidence or perfect the transfer under this Agreement and enable the Transferee to obtain all economic benefits of the Changzhou Muchi Investment Assets.
Article VIII Taxes and Withholding
Each Party shall bear the Taxes imposed on it in connection with this Agreement and the transfer contemplated hereby, except as otherwise provided in the Master Agreement. The Transferor and the Manager may deduct and withhold Taxes from any payment or transfer to the extent required by applicable Law; any amount so properly withheld and paid to the relevant Governmental Authority shall be deemed paid to the applicable recipient.
Article IX Effectiveness Closing and Termination
9.1 Effectiveness
This Agreement is formed and becomes effective upon execution by all Parties; provided that the transfer of the Changzhou Muchi Investment Assets, the Transferee’s assumption of the investor contractual position under the Underlying Investment Agreements, and the investor replacement shall occur and become effective only at the Effective Time. For the avoidance of doubt, Section 3.6 shall bind the Transferor and the Manager from the date of this Agreement. The Parties may take preparatory steps before the Effective Time for customer identification, anti-money laundering, investor registration or other administrative procedures, but the transfer of the Changzhou Muchi Investment Assets under this Agreement shall not be deemed finally completed before the Closing under the Master Agreement occurs. For the avoidance of doubt, although the transfer of the Changzhou Muchi Investment Assets shall become legally effective only at the Effective Time, the Parties confirm and agree that, subject to the actual occurrence of the Closing under the Master Agreement, from and after the Effective Time, the Transferee shall retroactively be entitled to all investment income, distributions, redemption proceeds and other economic benefits generated by the Changzhou Muchi Investment Assets from September 1, 2026 (the “Economic Benefit Calculation Date”); any amount, property or other proceeds received by the Transferor in respect of the Changzhou Muchi Investment Assets during the period from the Economic Benefit Calculation Date to the Effective Time shall be held by the Transferor for the account and benefit of the Transferee at the Effective Time by reference to Section 2.3 and shall be promptly delivered or transferred in full to the Transferee. Any Tax liability arising from the foregoing retroactive economic-benefit arrangement shall ultimately be borne by the Transferee; if the Transferor is required to pay, is withheld against, or otherwise actually bears any Tax as a result thereof, the Transferee shall promptly reimburse the Transferor in an equal amount after receipt of written notice from the Transferor.
9.2 No Closing under the Master Agreement
If the Master Agreement is terminated before Closing, this Agreement shall automatically terminate and have no further force or effect, except for provisions that by their nature should survive. If any implementation step has been taken before such termination solely for administrative, registration or account purposes, the Parties shall promptly cooperate to restore the status quo ante to the extent permitted by applicable Law. For the avoidance of doubt, if the Master Agreement is terminated before Closing, the retroactive economic-benefit arrangement from the Economic Benefit Calculation Date described in Section 9.1 shall not take effect, and the Transferee shall have no right to claim from the Transferor any investment income, distributions, redemption proceeds or other economic benefits for such period.
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Article X Miscellaneous
10.1 Notices
All notices under this Agreement shall be in writing and delivered by hand, reputable courier service or email to the address or email address set forth on the signature pages of the Parties, or to such other address or email address subsequently designated in writing by the relevant Party.
10.2 Amendments and Waivers
This Agreement may be amended only by a written instrument signed by all Parties. Any waiver must be in writing and signed by the Party against whom such waiver is asserted.
10.3 Assignment
No Party may assign this Agreement without the prior written consent of the other Parties, except that the Transferee may assign its rights under this Agreement together with the Changzhou Muchi Investment Assets to the extent permitted by the Underlying Investment Agreements, applicable Law and the Manager’s reasonable compliance procedures.
10.4 Governing Law
This Agreement and any dispute arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China.
10.5 Dispute Resolution
Any dispute arising out of or relating to the formation, performance, interpretation, validity, amendment or termination of this Agreement shall first be resolved by friendly consultation among the Parties. If consultation fails, any Party may submit the dispute to the Hong Kong International Arbitration Centre for arbitration in accordance with the HKIAC Administered Arbitration Rules in effect when the notice of arbitration is submitted. The seat of arbitration shall be Hong Kong, the language of arbitration shall be Chinese, and the arbitral tribunal shall consist of three arbitrators. The arbitral award shall be final and binding on the Parties. This Section shall not affect any Party’s right to seek interim, conservatory or other interlocutory relief from a court of competent jurisdiction.
10.6 Entire Agreement Relationship with the Underlying Investment Agreements and the Master Agreement
This Agreement constitutes the entire agreement among the Transferor, the Transferee and the Manager with respect to the transfer mechanism for the Changzhou Muchi Investment Assets, the Manager’s consent, the assumption of contractual position and the investor change. The Master Agreement binds only the parties thereto; as between the Transferor and the Transferee, the relevant provisions of the Master Agreement shall apply to the transaction consideration, Closing conditions and matters relating to this transfer as part of the overall transaction. Except for the modifications made by this Agreement with respect to investor identity, payment instructions, transfer mechanism, assumption of contractual position and other matters expressly set forth herein, the Underlying Investment Agreements shall continue in effect in accordance with its terms. From and after the Effective Time, to the extent permitted by applicable Law, references in the Underlying Investment Agreements to the investor (Party A) shall, with respect to the relevant investments, be deemed to refer to the Transferee; if this Agreement is inconsistent with the Underlying Investment Agreements with respect to this transfer, investor identity, payment, investor registration or account instructions, this Agreement shall prevail.
10.7 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. Electronic signatures and PDF signatures shall have the same legal effect to the maximum extent permitted by applicable Law.
10.8 Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to implement a lawful and valid replacement provision that most closely reflects the original commercial intent.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above; where the Transferee is a natural person, such natural person shall execute this Agreement personally.
| Transferor: | ||
| CHANGZHOU ZHONGJIN MEDICAL CO., LTD. | ||
| Signature: | ||
| Name: | Wang Erqi | |
| Title: | Legal Representative | |
| Address: No. | 33 Lingxiang Road, Wujin Economic Development Zone, Changzhou, Jiangsu Province, PRC | |
| Email: | wzq@jinmed.com | |
| Transferee: | ||
| HYOUNGJU SEO | ||
| Signature: | ||
| Address: | 101-1203, 38 Teheran-ro 87-gil, Gangnam-gu, Seoul 06164, Republic of Korea | |
| Email: | hyoungju-seo-1980@outlook.com | |
| Manager: | ||
| ZHEJIANG MUCHI INVESTMENT MANAGEMENT CO., LTD. | ||
| Signature: | ||
| Name: | Li Wei | |
| Title: | Legal Representative | |
| Unified Social Credit Code / Registration Number: 91330102MA28TKD030 | ||
| Address: | Room 1301, No. 29 Wenshui East Road, Hongkou District, Shanghai, PRC | |
| Email: | zhuangzhijian@zjmcpe.com | |
Appendix I Confirmation of Changzhou Muchi Investment Assets
Zhejiang Muchi Investment Management Co., Ltd. confirms the status of the Changzhou Muchi Investment Assets as of September 1, 2026 as follows:
| Agreement No. | Execution Date | Original Principal (RMB) | Current Term / Renewal Status | Unreturned Principal (RMB) | Accrued Unpaid Income (RMB) | Other Payables (RMB) | Total (RMB) | |||||||||||||||||||
| ZJ750 | 2025.4.10 | 7,500,000 | Extended | 7,500,000.00 | 487,625.00 | 0 | 7,987,625.00 | |||||||||||||||||||
| ZJ1500 | 2025.3.6 | 15,000,000 | Extended | 15,000,000.00 | 1,060,000.00 | 0 | 16,060,000.00 | |||||||||||||||||||
| ZJ8000 | 2024.7.1 | 80,000,000 | Extended | 80,000,000.00 | 5,333,333.33 | 0 | 85,333,333.33 | |||||||||||||||||||
The Manager confirms that, except for the amounts set forth in the table above, as of the confirmation date stated above, there are no other matured but unpaid, pending distribution or pending settlement amounts relating to the relevant investments in the Manager’s records.
The Manager further confirms that the Tripartite Agreement adjusted the annualized return rate under the Original Fund Agreements from 6% to 4%, and that the current annualized return rate applicable to each relevant investment is 4%; other return calculation, payment and settlement arrangements shall continue to be governed by the Tripartite Agreement and the other applicable terms of the Original Fund Agreements that do not conflict with such 4% annualized return rate.
The foregoing confirmation reflects only the Manager’s records as of the stated date and does not limit the scope of the Changzhou Muchi Investment Assets transferred under Section 2.1 of this Agreement.
ZHEJIANG MUCHI INVESTMENT MANAGEMENT CO.,
LTD.
| Signature: | ||
| Name: | Li Wei | |
| Title: | Legal Representative | |
| Date: | September [●], 2026 |
Exhibit 10.8
TAIZHOU ZHONGJIN-ZHEJIANG MUCHI INVESTMENT ASSETS TRANSFER AGREEMENT
Parties:
Zhongjin Medical Equipment Taizhou Co., Ltd.
HYOUNGJU SEO
Zhejiang Muchi Investment Management Co., Ltd.
Execution Date: September [●], 2026
TAIZHOU ZHONGJIN-ZHEJIANG MUCHI INVESTMENT ASSETS TRANSFER AGREEMENT
WHEREAS, the Transferor previously entered into two Fund Investment Entrusted Management Agreements with Shanghai Yingkai Baozang Asset Management Co., Ltd. (“Shanghai Yingkai”), including (i) agreement No. ZJ550, dated July 1, 2024, with an original fund investment amount of RMB5,500,000; and (ii) agreement No. ZJ368, dated December 3, 2024, with an original fund investment amount of RMB3,680,000 (collectively, the “Original Fund Agreements”);
WHEREAS, the Transferor, Shanghai Yingkai and the Manager entered into a Fund Investment Tripartite Agreement, pursuant to which, from October 1, 2025, Shanghai Yingkai transferred to the Manager all of its rights and obligations under the Original Fund Agreements, and the Manager agreed to assume such rights and obligations and to perform the manager’s obligations and exercise the corresponding rights thereunder as amended by such tripartite agreement; such tripartite agreement also adjusted the annualized return rate under the Original Fund Agreements from 6% to 4% and provided that the unamended terms of the Original Fund Agreements shall remain in effect (the “Tripartite Agreement”);
WHEREAS, the Transferor and other relevant parties have entered into or propose to enter into the VIE Control Master Acquisition Agreement (the “Master Agreement”), under which the Transferee is the Seller Controlling Person; pursuant to the Master Agreement, the Transferor is required, in accordance with the Seller’s irrevocable payment direction and authorization under Section 3.8 of the Master Agreement, to transfer the Taizhou Muchi Investment Assets to the Transferee at the Closing under the Master Agreement as part of the consideration for the transactions contemplated thereby;
WHEREAS, the Parties intend that this Agreement transfer all investments and all rights, interests and economic benefits relating to such investments under or arising from the Original Fund Agreements and the Tripartite Agreement, rather than merely the right to receive periodic investment income;
WHEREAS, the Manager executes this Agreement to confirm and, to the extent necessary, consent to such transfer, to acknowledge from the Effective Time that the Transferee assumes the investor rights, interests and transferable contractual position relating to the relevant investments under the Original Fund Agreements and the Tripartite Agreement, and to implement the payment, account, investor registration and other instructions set forth herein.
NOW, THEREFORE, the Parties agree as follows:
Article I Definitions and Relationship with the Master Agreement
“Effective Time” means the time at which the Closing under the Master Agreement occurs, which shall become effective simultaneously with the other transactions contemplated by the Master Agreement.
“Underlying Investment Agreements” means, collectively, the Original Fund Agreements and the Tripartite Agreement.
“Taizhou Muchi Investment Assets” means all investments of the Transferor under or arising from the Underlying Investment Agreements and all economic assets, interests and rights relating to such investments, including: (a) all unreturned investment principal; (b) all accrued but unpaid and future investment income and other amounts payable; (c) all redemption proceeds, exit proceeds, distributions, liquidation proceeds and final settlement amounts; (d) any cash, property, securities or other assets distributed, returned or delivered to the Transferor in respect of such investments; and (e) all contractual rights, enforcement rights and other investor rights relating to the foregoing, in each case to the extent actually held, receivable, collectible or exercisable by the Transferor under the Underlying Investment Agreements and applicable Law.
Capitalized English terms used but not defined herein shall have the meanings given to them in the Master Agreement. If this Agreement is inconsistent with the Master Agreement with respect to the specific transfer mechanism for the Taizhou Muchi Investment Assets, this Agreement shall prevail solely with respect to such transfer mechanism; the Master Agreement shall continue to prevail with respect to the Aggregate Consideration, Closing conditions and the integrated nature of the overall transaction.
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Article II Transfer of the Investment Assets
2.1 Transfer
At the Effective Time, in accordance with the Seller’s irrevocable payment direction and authorization under Section 3.8 of the Master Agreement, the Transferor hereby sells, assigns, transfers, conveys and delivers to the Transferee all of the Transferor’s rights, title, economic interests and contractual rights in and to the Taizhou Muchi Investment Assets, and the Transferee hereby accepts such transfer, in each case to the maximum extent transferable under the Underlying Investment Agreements and applicable Law. Such transfer is intended to transfer to the Transferee all economic interests of the Transferor relating to the relevant investments under the Underlying Investment Agreements, including all unreturned investment principal, all accrued and future investment income, redemption or exit proceeds, distributions, final settlement amounts, and any other cash, property, securities or other assets received in respect of the relevant investments.
2.2 Agreed Transaction Value
Solely for purposes of the Master Agreement, the agreed transaction value of the Taizhou Muchi Investment Assets is RMB9,698,760.00. Such agreed transaction value is used only for determining the transaction consideration under the Master Agreement and does not constitute any representation, undertaking or guarantee as to the actual account balance, future investment performance, market value, or timing or amount of final realization of the Taizhou Muchi Investment Assets as of any date.
2.3 No Retained Economic Interest
From and after the Effective Time, the Transferor shall not retain any economic interest in the Taizhou Muchi Investment Assets. If, after the Effective Time, any payment, distribution, property, securities or other proceeds attributable to the Taizhou Muchi Investment Assets are received by or delivered to the Transferor, the Transferor shall hold such amounts or assets for the account and benefit of the Transferee and shall promptly deliver or transfer them in full to the Transferee after receipt, except for any withholding required by applicable Law.
Article III Manager Consent Confirmation and Investor Registration
3.1 Manager Consent to Transfer and Assumption of Contractual Position
The Manager acknowledges and agrees that the Transferor shall transfer to the Transferee the Taizhou Muchi Investment Assets and the investor rights, interests and transferable contractual position relating to the relevant investments under the Underlying Investment Agreements. From and after the Effective Time, to the extent permitted by applicable Law, the Transferee shall assume the Transferor’s investor rights and corresponding obligations arising after the Effective Time in respect of the relevant investments under the Underlying Investment Agreements and shall replace the Transferor as the investor (Party A) of the relevant investments. The Manager agrees to process the corresponding investor registration, payment account and other related record changes in accordance with this Agreement.
3.2 Confirmation of Transferee and Investor Registration
From and after the Effective Time, the Manager shall record the Transferee in its books, investor records and other relevant records as the successor investor of the relevant investments and update the investor information, payment account and other related records accordingly. From and after the Effective Time, except for liabilities or obligations of the Transferor accrued before the Effective Time, the Manager agrees that it shall no longer require the Transferor to perform any investor obligations arising after the Effective Time with respect to the relevant investments, and that such obligations shall be performed by the Transferee in accordance with the Underlying Investment Agreements and this Agreement. If customer identification, anti-money laundering, tax, investor registration or other reasonable compliance procedures are required to complete the investor change, the Parties shall cooperate promptly; provided that, to the extent permitted by applicable Law, such administrative or compliance procedures shall not affect the effectiveness of the Manager’s consent under Section 3.1 or serve as a basis for the Manager to continue to require the Transferor to perform investor obligations arising after the Effective Time.
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3.3 Payments and Distributions
From and after the Effective Time, the Manager shall pay or deliver all investment income, returned principal, redemption or exit proceeds, distributions, final settlement amounts and other cash, property, securities or proceeds attributable to the Taizhou Muchi Investment Assets directly to the Transferee, or to the account designated in writing by the Transferee in accordance with the Manager’s reasonable account verification and compliance procedures.
3.4 Exercise of Investor Rights
From and after the Effective Time, the Manager shall accept from the Transferee, rather than the Transferor, all notices, instructions, redemption or exit requests, renewal or termination notices and other directions that the investor is entitled to give under the Underlying Investment Agreements, subject to the Underlying Investment Agreements and applicable Law.
3.5 Arrangements Pending Perfection
If any investor registration, account change or other related procedure cannot be completed by the Effective Time, the transfer of the economic interests in the Taizhou Muchi Investment Assets between the Transferor and the Transferee shall nevertheless become effective at the Effective Time to the extent permitted by applicable Law. Pending completion of the relevant procedures, the Transferor may exercise the affected investor rights only in accordance with the Transferee’s written instructions, and the Manager shall cooperate to complete such procedures as soon as practicable.
3.6 No Termination Redemption or Amendment without Transferee Consent
From the date of this Agreement until the Effective Time, without the prior written consent of the Transferee, the Transferor shall not terminate, fail to renew, redeem, exit or materially amend the Underlying Investment Agreements or the relevant investments, or waive or materially reduce the Taizhou Muchi Investment Assets; and the Manager shall not implement any of the foregoing based solely on the Transferor’s unilateral instruction. From and after the Effective Time, decisions relating to renewal, termination, redemption, exit and other investor matters shall be made by the Transferee in accordance with the Underlying Investment Agreements. This Section shall not limit any independent termination right of the Manager under the Underlying Investment Agreements; provided that, to the extent reasonably practicable and permitted by Law, the Manager shall notify the Transferee before taking such action.
Article IV Assumption and Allocation of Obligations
4.1 Post-Effective Time Obligations
From and after the Effective Time, the Transferee assumes and agrees to perform the investor obligations under the Underlying Investment Agreements that relate to the relevant investments, arise after the Effective Time and may lawfully be assumed by the Transferee, including notices, instructions, source-of-funds information and compliance information reasonably requested by the Manager to confirm the Transferee and implement this transfer. The Manager expressly consents under Section 3.1 to such assumption of obligations and corresponding transfer of contractual position.
4.2 Pre-Effective Time Matters
The Transferor shall remain responsible for any liability or obligation arising from its breach of the Underlying Investment Agreements before the Effective Time or any other act or omission before the Effective Time. The Transferee shall not, solely by acquiring the Taizhou Muchi Investment Assets, be deemed to assume any liability attributable to the Transferor’s breach, act or omission before the Effective Time.
4.3 No Expansion of Manager Obligations
Except for the obligations expressly undertaken by the Manager in this Agreement, this Agreement does not expand the Manager’s substantive obligations for investment management, income payment, principal return or other matters beyond those set forth in the Underlying Investment Agreements. With respect to the relevant investments, the Underlying Investment Agreements shall continue to govern the Manager’s substantive investment management obligations.
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Article V Representations Warranties and Confirmations
5.1 Representations and Warranties of the Transferor
The Transferor represents and warrants to the Transferee and the Manager as of the date hereof and as of the Effective Time that: (a) it has all corporate power and authority required to execute, deliver and perform this Agreement; (b) it is the lawful holder of the Taizhou Muchi Investment Assets; (c) except as disclosed in writing to the Transferee, it has not created any Encumbrance over the Taizhou Muchi Investment Assets, nor has it previously sold, assigned, transferred, waived or released any material portion of the Taizhou Muchi Investment Assets; (d) the copies of the two Original Fund Agreements and the Tripartite Agreement provided for this transaction are the agreements pursuant to which the Transferor holds the relevant investment rights; (e) the Underlying Investment Agreements remains in effect with respect to the relevant investments proposed to be transferred; and (f) except as disclosed in writing to the Transferee, it has not taken any action to redeem, exit, terminate, fail to renew or otherwise materially reduce any relevant investment, nor has it waived any material right relating to the Taizhou Muchi Investment Assets, except for matters included in the agreed transaction value of the Taizhou Muchi Investment Assets under the Master Agreement or disclosed in writing to the Transferee.
5.2 Representations and Warranties of the Transferee
The Transferee represents and warrants to the Transferor and the Manager as of the date hereof and as of the Effective Time that: (a) the Transferee has all power, legal capacity and authority, as applicable, required to execute, deliver and perform this Agreement; (b) the Transferee has independently reviewed the Underlying Investment Agreements and accepts the investment, liquidity, counterparty and other risks relating to the relevant investments; and (c) the Transferee will provide to the Manager such identity, beneficial ownership, tax, sanctions, anti-money laundering, know-your-customer and other information as the Manager may reasonably request to confirm the Transferee and implement this transfer.
5.3 Representations and Confirmations of the Manager
The Manager represents and confirms to the Transferor and the Transferee that: (a) it has all power and authority required to execute, deliver and perform this Agreement and to give the consent set forth in Section 3.1; (b) the Tripartite Agreement covers all two Original Fund Agreements listed herein and, pursuant to the Tripartite Agreement, from October 1, 2025, the Manager has fully assumed all manager-side rights and obligations of Shanghai Yingkai under such Original Fund Agreements and has authority to perform the Underlying Investment Agreements, accept investor instructions and give the consent under this Agreement with respect to the relevant investments; (c) as of the date hereof, the two Original Fund Agreements, as amended by the Tripartite Agreement, remain in effect with respect to the relevant investments; (d) except as disclosed in writing to the Transferee, the Manager has not received any notice or request that would cause any Underlying Investment Agreements to terminate, not renew, or cause the relevant investment to be redeemed, exited or materially reduced before the Effective Time; (e) the Manager has validly consented to this transfer, assumption of contractual position and investor replacement, and will implement the investor registration, payment, instruction and record changes in accordance with Article III; (f) the Manager confirms that the Tripartite Agreement adjusted the annualized return rate under the Original Fund Agreements from 6% to 4%, and the calculation, payment and settlement of other returns for the relevant investments shall continue to be governed by the Tripartite Agreement and the other applicable terms of the Original Fund Agreements that do not conflict with such 4% annualized return rate; and (g) the Manager acknowledges and agrees to Section 3.6 of this Agreement.
Article VI Confirmation of Taizhou Muchi Investment Assets
6.1 Closing Confirmation
No later than the Effective Time, the Manager shall provide or countersign a written statement confirming the status of the Taizhou Muchi Investment Assets as of a date reasonably close to the Effective Time, including the unreturned investment principal, accrued but unpaid investment income, pending distributions or redemption proceeds, current entrusted management term or renewal status, and other amounts then payable or attributable to the relevant investments under each Original Fund Agreement. Such confirmation may substantially follow the form attached as Appendix I hereto.
6.2 No Limitation on Transferred Assets
Any amount set forth in Appendix I is evidence only of the status of the Taizhou Muchi Investment Assets as of the stated date and shall not limit the scope of the Taizhou Muchi Investment Assets transferred under Section 2.1. Any additional amount, property or right generated, accrued or payable before or after the stated date and attributable to the relevant investments shall be included in the Taizhou Muchi Investment Assets in accordance with Section 2.1.
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Article VII Further Assurances
The Parties shall execute and deliver any supplemental notice, confirmation, consent, replacement document, investor registration document, account instruction, authorization, payment instruction or other document, and take such other commercially reasonable actions, as may be reasonably necessary to implement, evidence or perfect the transfer under this Agreement and enable the Transferee to obtain all economic benefits of the Taizhou Muchi Investment Assets.
Article VIII Taxes and Withholding
Each Party shall bear the Taxes imposed on it in connection with this Agreement and the transfer contemplated hereby, except as otherwise provided in the Master Agreement. The Transferor and the Manager may deduct and withhold Taxes from any payment or transfer to the extent required by applicable Law; any amount so properly withheld and paid to the relevant Governmental Authority shall be deemed paid to the applicable recipient.
Article IX Effectiveness Closing and Termination
9.1 Effectiveness
This Agreement is formed and becomes effective upon execution by all Parties; provided that the transfer of the Taizhou Muchi Investment Assets, the Transferee’s assumption of the investor contractual position under the Underlying Investment Agreements, and the investor replacement shall occur and become effective only at the Effective Time. For the avoidance of doubt, Section 3.6 shall bind the Transferor and the Manager from the date of this Agreement. The Parties may take preparatory steps before the Effective Time for customer identification, anti-money laundering, investor registration or other administrative procedures, but the transfer of the Taizhou Muchi Investment Assets under this Agreement shall not be deemed finally completed before the Closing under the Master Agreement occurs. For the avoidance of doubt, although the transfer of the Taizhou Muchi Investment Assets shall become legally effective only at the Effective Time, the Parties confirm and agree that, subject to the actual occurrence of the Closing under the Master Agreement, from and after the Effective Time, the Transferee shall retroactively be entitled to all investment income, distributions, redemption proceeds and other economic benefits generated by the Taizhou Muchi Investment Assets from September 1, 2026 (the “Economic Benefit Calculation Date”); any amount, property or other proceeds received by the Transferor in respect of the Taizhou Muchi Investment Assets during the period from the Economic Benefit Calculation Date to the Effective Time shall be held by the Transferor for the account and benefit of the Transferee at the Effective Time by reference to Section 2.3 and shall be promptly delivered or transferred in full to the Transferee. Any Tax liability arising from the foregoing retroactive economic-benefit arrangement shall ultimately be borne by the Transferee; if the Transferor is required to pay, is withheld against, or otherwise actually bears any Tax as a result thereof, the Transferee shall promptly reimburse the Transferor in an equal amount after receipt of written notice from the Transferor.
9.2 No Closing under the Master Agreement
If the Master Agreement is terminated before Closing, this Agreement shall automatically terminate and have no further force or effect, except for provisions that by their nature should survive. If any implementation step has been taken before such termination solely for administrative, registration or account purposes, the Parties shall promptly cooperate to restore the status quo ante to the extent permitted by applicable Law. For the avoidance of doubt, if the Master Agreement is terminated before Closing, the retroactive economic-benefit arrangement from the Economic Benefit Calculation Date described in Section 9.1 shall not take effect, and the Transferee shall have no right to claim from the Transferor any investment income, distributions, redemption proceeds or other economic benefits for such period.
Article X Miscellaneous
10.1 Notices
All notices under this Agreement shall be in writing and delivered by hand, reputable courier service or email to the address or email address set forth on the signature pages of the Parties, or to such other address or email address subsequently designated in writing by the relevant Party.
10.2 Amendments and Waivers
This Agreement may be amended only by a written instrument signed by all Parties. Any waiver must be in writing and signed by the Party against whom such waiver is asserted.
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10.3 Assignment
No Party may assign this Agreement without the prior written consent of the other Parties, except that the Transferee may assign its rights under this Agreement together with the Taizhou Muchi Investment Assets to the extent permitted by the Underlying Investment Agreements, applicable Law and the Manager’s reasonable compliance procedures.
10.4 Governing Law
This Agreement and any dispute arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China.
10.5 Dispute Resolution
Any dispute arising out of or relating to the formation, performance, interpretation, validity, amendment or termination of this Agreement shall first be resolved by friendly consultation among the Parties. If consultation fails, any Party may submit the dispute to the Hong Kong International Arbitration Centre for arbitration in accordance with the HKIAC Administered Arbitration Rules in effect when the notice of arbitration is submitted. The seat of arbitration shall be Hong Kong, the language of arbitration shall be Chinese, and the arbitral tribunal shall consist of three arbitrators. The arbitral award shall be final and binding on the Parties. This Section shall not affect any Party’s right to seek interim, conservatory or other interlocutory relief from a court of competent jurisdiction.
10.6 Entire Agreement Relationship with the Underlying Investment Agreements and the Master Agreement
This Agreement constitutes the entire agreement among the Transferor, the Transferee and the Manager with respect to the transfer mechanism for the Taizhou Muchi Investment Assets, the Manager’s consent, the assumption of contractual position and the investor change. The Master Agreement binds only the parties thereto; as between the Transferor and the Transferee, the relevant provisions of the Master Agreement shall apply to the transaction consideration, Closing conditions and matters relating to this transfer as part of the overall transaction. Except for the modifications made by this Agreement with respect to investor identity, payment instructions, transfer mechanism, assumption of contractual position and other matters expressly set forth herein, the Underlying Investment Agreements shall continue in effect in accordance with its terms. From and after the Effective Time, to the extent permitted by applicable Law, references in the Underlying Investment Agreements to the investor (Party A) shall, with respect to the relevant investments, be deemed to refer to the Transferee; if this Agreement is inconsistent with the Underlying Investment Agreements with respect to this transfer, investor identity, payment, investor registration or account instructions, this Agreement shall prevail.
10.7 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. Electronic signatures and PDF signatures shall have the same legal effect to the maximum extent permitted by applicable Law.
10.8 Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to implement a lawful and valid replacement provision that most closely reflects the original commercial intent.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above; where the Transferee is a natural person, such natural person shall execute this Agreement personally.
Transferor:
ZHONGJIN MEDICAL EQUIPMENT TAIZHOU CO., LTD.
| Signature: | ||
| Name: | Wang Erqi | |
| Title: | Legal Representative | |
| Address: | No. 88 Shiji Avenue, Jiulong Town, Hailing District, Taizhou, Jiangsu Province, PRC | |
| Email: | wzq@jinmed.com | |
| Transferee: | ||
| HYOUNGJU SEO | ||
| Signature: | ||
| Address: | 101-1203, 38 Teheran-ro 87-gil, Gangnam-gu, Seoul 06164, Republic of Korea | |
| Email: | hyoungju-seo-1980@outlook.com | |
| Manager: | ||
| ZHEJIANG MUCHI INVESTMENT MANAGEMENT CO., LTD. | ||
| Signature: | ||
| Name: | Li Wei | |
| Title: | Legal Representative | |
| Unified Social Credit Code / Registration Number: 91330102MA28TKD030 | ||
| Address: | Room 1301, No. 29 Wenshui East Road, Hongkou District, Shanghai, PRC | |
| Email: | zhuangzhijian@zjmcpe.com | |
Appendix I Confirmation of Taizhou Muchi Investment Assets
Zhejiang Muchi Investment Management Co., Ltd. confirms the status of the Taizhou Muchi Investment Assets as of September 1, 2026 as follows:
| Agreement No. | Execution Date | Original Principal (RMB) | Current Term / Renewal Status | Unreturned Principal (RMB) | Accrued Unpaid Income (RMB) | Other Payables (RMB) | Total (RMB) | |||||||||||||||||||
| ZJ550 | 2024.7.1 | 5,500,000 | Automatically renewed | 5,500,000.00 | 317,093.33 | 0 | 5,817,093.33 | |||||||||||||||||||
| ZJ368 | 2024.12.3 | 3,680,000 | Automatically renewed | 3,680,000.00 | 201,666.67 | 0 | 3,881,666.67 | |||||||||||||||||||
The Manager confirms that, except for the amounts set forth in the table above, as of the confirmation date stated above, there are no other matured but unpaid, pending distribution or pending settlement amounts relating to the relevant investments in the Manager’s records.
The Manager further confirms that the Tripartite Agreement adjusted the annualized return rate under the Original Fund Agreements from 6% to 4%, and that the current annualized return rate applicable to each relevant investment is 4%; other return calculation, payment and settlement arrangements shall continue to be governed by the Tripartite Agreement and the other applicable terms of the Original Fund Agreements that do not conflict with such 4% annualized return rate.
The foregoing confirmation reflects only the Manager’s records as of the stated date and does not limit the scope of the Taizhou Muchi Investment Assets transferred under Section 2.1 of this Agreement.
| ZHEJIANG MUCHI INVESTMENT MANAGEMENT CO., LTD. | ||
| Signature: | ||
| Name: | Li Wei | |
| Title: | Legal Representative | |
| Date: | September [●], 2026 | |
Exhibit 10.9
ZHONGJIN KANGMA EQUITY AND DEBT TRANSFER AGREEMENT
Execution Date: September [●], 2026
ZHONGJIN KANGMA EQUITY AND DEBT TRANSFER AGREEMENT
WHEREAS, according to the current articles of association and register of shareholders of the Target Company, the Transferor has subscribed for RMB8,000,000 of the registered capital of the Target Company, representing 80% of the registered capital of the Target Company, and the Other Shareholder has subscribed for RMB2,000,000 of the registered capital of the Target Company, representing 20% of the registered capital of the Target Company;
WHEREAS, the Transferor confirms that the foregoing RMB8,000,000 subscribed registered capital has been fully paid up, and there is no outstanding capital contribution obligation corresponding to the Target Equity;
WHEREAS, the Transferor confirms that it holds a receivable claim against the Target Company in the amount of RMB18,000,000, and the Target Company confirms that it owes the corresponding debt to the Transferor (the “Target Debt”);
WHEREAS, the Transferor and other relevant parties have entered into or propose to enter into the VIE Control Master Acquisition Agreement (the “Master Agreement”), pursuant to which the Transferor is required, in accordance with the Seller's irrevocable payment direction and authorization under Section 3.8 of the Master Agreement, to transfer its 80% equity interest in the Target Company and the Target Debt to the Equity Transferee and the Debt Transferee, respectively, as part of the non-share consideration under the Master Agreement;
WHEREAS, under the Master Agreement, the agreed transaction value of the foregoing 80% equity interest is RMB8,000,000 and the agreed transaction value of the Target Debt is RMB18,000,000; the Equity Transferee shall be a company held by a senior management person designated by the Seller Controlling Person HYOUNGJU SEO and reasonably approved by JIN MEDICAL INTERNATIONAL LTD., and the Debt Transferee shall be the Seller Controlling Person or another recipient designated by him pursuant to the Master Agreement;
WHEREAS, pursuant to Article 26 of the current articles of association of the Target Company and applicable Law, the transfer of the Target Equity to a person other than an existing shareholder shall be subject to the corresponding shareholder consent and right-of-first-refusal procedures, and the Target Company shall obtain, before Closing, the valid written consent of the Other Shareholder to such equity transfer and the waiver of its right of first refusal;
WHEREAS, the Target Company executes this Agreement to confirm the equity transfer and, as debtor, to confirm the Target Debt and its transfer, and agrees to perform its payment and other obligations under the Target Debt to the Debt Transferee from the Closing Date in accordance with this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Article I Definitions and Relationship with the Master Agreement
“Closing” means the overall closing of the transactions under the Master Agreement.
“Closing Date” means the date on which the Closing under the Master Agreement occurs.
“Target Equity” means the 80% equity interest in the Target Company held by the Transferor, corresponding to subscribed registered capital of RMB8,000,000, including the shareholder rights, economic interests and other lawfully transferable interests relating to such equity interest.
“Equity Transaction Value” means RMB8,000,000, being the agreed transaction value determined under the Master Agreement for the transfer of the Target Equity.
“Target Debt” means the receivable claim of the Transferor against the Target Company in the amount of RMB18,000,000 as jointly confirmed by the Transferor and the Target Company as of the date of this Agreement, together with any ancillary rights and other accessory rights lawfully transferable with such claim, if any.
“Debt Transaction Value” means RMB18,000,000, being the agreed transaction value determined under the Master Agreement for the transfer of the Target Debt.
Capitalized English terms used but not defined herein shall have the meanings given to them in the Master Agreement. If this Agreement is inconsistent with the Master Agreement with respect to the specific transfer, notice, confirmation, registration or closing mechanism for the Target Equity or the Target Debt, this Agreement shall prevail solely with respect to such specific mechanism; the Master Agreement shall continue to prevail with respect to the Aggregate Consideration, Closing conditions, Seller payment direction and the integrated nature of the transaction.
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Article II Transfer of Target Equity and Target Debt and Consideration
2.1 Transfer of Target Equity
On the Closing Date and subject to the occurrence of the Closing, in accordance with the Seller's irrevocable payment direction and authorization under Section 3.8 of the Master Agreement, the Transferor hereby transfers the Target Equity to the Equity Transferee, and the Equity Transferee hereby accepts such Target Equity. From the time the Target Company records the Equity Transferee in its register of shareholders on the Closing Date, the Equity Transferee may assert and exercise shareholder rights against the Target Company in respect of the Target Equity in accordance with Law; the market-supervision change registration shall be handled in accordance with Article IV.
2.2 Transfer of Target Debt
On the Closing Date and subject to the occurrence of the Closing, in accordance with the Seller's irrevocable payment direction and authorization under Section 3.8 of the Master Agreement, the Transferor hereby transfers the Target Debt together with all lawfully transferable ancillary rights to the Debt Transferee, and the Debt Transferee hereby accepts such transfer. From the Closing Date, the Debt Transferee shall replace the Transferor as creditor of the Target Debt and shall be entitled to claim, collect and enforce the Target Debt directly against the Debtor. Except as expressly provided herein, the Transferor shall no longer hold any economic interest in the Target Debt.
2.3 Agreed Transaction Value and Settlement
The Parties confirm that the Equity Transaction Value of the Target Equity is RMB8,000,000, the Debt Transaction Value of the Target Debt is RMB18,000,000, and the aggregate amount is RMB26,000,000. The transfer of the Target Equity and the transfer of the Target Debt are two separately valued non-share consideration components under the Master Agreement, shall be completed at Closing as part of the overall transaction under the Master Agreement, and shall be settled through the overall transaction consideration arrangements set forth in the Master Agreement. The Equity Transferee and the Debt Transferee are not required to pay separate cash consideration to the Transferor under this Agreement. The Transferor's completion of the Target Equity and Target Debt transfers on the Closing Date in accordance with this Agreement shall be deemed to constitute its delivery of the corresponding non-share consideration components under the Master Agreement. The foregoing shall not affect any Party's obligation under Law to make tax filings, tax calculations, registrations or price substantiation.
2.4 No Additional Consideration
Except as expressly provided in the Master Agreement and this Agreement, the Transferor shall not be entitled to request from the Equity Transferee, the Debt Transferee, the Seller Controlling Person, the Seller or the Target Company any additional cash, shares, assets or other consideration for the transfer of the Target Equity or the Target Debt.
Article III Right of First Refusal Approvals and Confirmation of Debt Transfer
3.1 Other Shareholder Consent and Waiver of Right of First Refusal
No later than Closing, the Other Shareholder shall have expressly consented to the equity transfer in a written document signed or sealed by it and shall have unconditionally and irrevocably waived any right of first refusal with respect to the transfer of the Target Equity under applicable Law and Article 26 of the current articles of association of the Target Company, unless otherwise agreed by the Parties.
3.2 Closing Conditions
Closing shall be conditioned upon completion, obtainment or waiver of the following: (a) the Transferor has obtained all internal corporate approvals required for its execution, delivery and performance of this Agreement and the transfer of the Target Equity and Target Debt; (b) the Equity Transferee and the Debt Transferee have each obtained all approvals or authorizations required for their execution, delivery and performance of this Agreement and acquisition of the relevant assets; (c) the Equity Transferee has been validly designated by the Seller Controlling Person and reasonably approved by JIN MEDICAL INTERNATIONAL LTD. pursuant to the Master Agreement, the Debt Transferee has been determined or validly designated as the recipient of the Target Debt pursuant to the Master Agreement, and each transferee has completed applicable information provision and compliance procedures; (d) the Other Shareholder consent and waiver described in Section 3.1 have been validly obtained; and (e) no Law, court order or governmental measure prohibits the transfer of the equity or debt.
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3.3 Confirmation of Debt Transfer by Target Company
The Target Company, as debtor, confirms that: (a) as of the date of this Agreement, it owes to the Transferor the debt corresponding to the Target Debt in the amount of RMB18,000,000; (b) except as disclosed in writing, such debt has not been reduced, released or extinguished by payment, setoff, waiver, reduction, settlement, debt restructuring or otherwise; (c) it has received and agrees to the debt-transfer notice constituted by this Agreement and, from the Closing Date, will treat the Debt Transferee as the sole creditor of the Target Debt; (d) from the Closing Date, it shall perform its payment and other obligations under the original terms of the Target Debt and this Agreement to the Debt Transferee and shall not refuse performance solely on the ground that the debt transfer has not been separately notified or consented to; and (e) the Transferor and the Target Company have confirmed the existence, amount and relevant particulars of the Target Debt and have provided to the Debt Transferee copies of the relevant materials reflecting such Target Debt.
3.4 Confirmation of Compliance with Articles of Association
The Target Company confirms that, after completion of the Other Shareholder consent and right-of-first-refusal waiver procedures described in Section 3.1, the equity transfer under this Agreement complies with the current articles of association of the Target Company and applicable Law with respect to equity transfers, and agrees to complete the shareholder register update and related internal corporate procedures on the Closing Date in accordance with Article IV. If the registration authority or PRC counsel raises reasonable requirements with respect to the specific procedures, the Parties shall cooperate.
Article IV Closing Shareholder Register and Delivery of Debt Materials
4.1 Synchronous Completion with Master Agreement Closing
The transfers of the Target Equity and Target Debt under this Agreement shall be completed simultaneously with the Closing under the Master Agreement. Except for administrative, registration or preparatory steps permitted by the Master Agreement and agreed in writing by the relevant parties, no transfer under this Agreement shall be deemed finally completed before the Closing under the Master Agreement occurs.
4.2 Closing Documents and Internal Corporate Records
On the Closing Date, the Parties shall complete or deliver the following: (a) this Agreement duly executed and sealed, if applicable, by the Transferor, the Equity Transferee, the Debt Transferee and the Target Company; (b) the Other Shareholder consent and right-of-first-refusal waiver described in Section 3.1, unless otherwise waived by the Parties; (c) internal approvals required by the Transferor and each transferee; (d) the Target Company's recordation of the Equity Transferee in the register of shareholders, cancellation or adjustment of the Transferor's original capital contribution certificate, and issuance of a new capital contribution certificate to the Equity Transferee; (e) corresponding updates to the articles of association of the Target Company regarding shareholder and capital contribution information; (f) applications, authorizations, undertakings, identification, beneficial ownership and other materials required for equity change registration; and (g) delivery by the Transferor to the Debt Transferee, to the extent actually held by the Transferor, of documents and materials relating to the Target Debt reasonably required for the Debt Transferee to exercise or enforce the Target Debt.
4.3 Market Supervision Change Registration
The Target Company shall apply to the competent market supervision authority for the equity transfer and related shareholder change registration as soon as practicable after the Closing Date and within the period required by applicable Law. The Transferor and the Equity Transferee shall promptly execute and provide all documents and materials reasonably required by the registration authority, and the Target Company shall promptly complete the relevant procedures. The Parties confirm that market-supervision change registration is an external notice and perfection step for the equity transfer, and the Equity Transferee may assert shareholder rights against the Target Company from the time it is lawfully recorded in the Target Company's register of shareholders.
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4.4 Debt Payment Instructions
From the Closing Date, the Target Company shall pay any principal, interest, if any, liquidated damages, compensation or other amounts payable under the Target Debt directly to the Debt Transferee or to the account designated by the Debt Transferee in writing. If, after Closing, the Transferor receives any amount attributable to the Target Debt, the Transferor shall hold such amount for the account and benefit of the Debt Transferee and shall promptly transfer it in full to the Debt Transferee after receipt, except for any withholding required by applicable Law.
4.5 Post-Closing Equity Structure
After completion of the equity transfer, the Equity Transferee shall hold 80% of the equity interest in the Target Company, corresponding to subscribed registered capital of RMB8,000,000, and the Other Shareholder shall continue to hold 20% of the equity interest in the Target Company, corresponding to subscribed registered capital of RMB2,000,000. The Transferor confirms that the RMB8,000,000 subscribed capital contribution corresponding to the Target Equity has been fully paid.
Article V Capital Contribution Status of Target Equity
5.1 Fully Paid Capital Contribution
The Transferor confirms that, as of the date of this Agreement, the RMB8,000,000 subscribed capital contribution corresponding to the Target Equity has been fully paid, and the unpaid capital contribution amount is zero. The Equity Transferee shall not assume any unpaid capital contribution obligation relating to the Target Equity when acquiring the Target Equity. The Target Company shall reflect, in accordance with applicable Law, the Equity Transferee's succession to the RMB8,000,000 subscribed capital contribution amount and the fully paid status of the Target Equity in the register of shareholders, capital contribution certificate, articles of association and any registration or public filing information required by Law, if such information is required to be recorded.
Article VI Confirmation and Perfection of Target Debt
6.1 Confirmation of Debt Amount
The Transferor and the Target Company jointly confirm that, as of the date of this Agreement, the amount of the Target Debt is RMB18,000,000. Except as disclosed in writing, as of the Closing Date, neither the Transferor nor the Target Company shall reduce, release or extinguish the Target Debt by payment, setoff, waiver, reduction, settlement, debt restructuring or otherwise; if the Target Company makes any payment in respect of the Target Debt before Closing, the Transferor shall retain such amount and pay it to the Debt Transferee at Closing, and such amount shall be deemed substitute delivery of the consideration component for the transfer of the Target Debt.
6.2 No Expansion of Debtor Obligations
Except for the modifications made by this Agreement with respect to creditor identity, payment recipient and debt-transfer mechanism, this Agreement does not expand the Target Company's substantive payment obligations under the Target Debt. The original maturity date, interest rate, if any, repayment conditions and other substantive terms of the Target Debt shall not be changed by this Agreement, unless otherwise agreed in writing by the Transferor, the Debt Transferee and the Target Company.
6.3 No Impairment of Target Debt
From the date of this Agreement until the Closing or earlier termination of this Agreement, without the prior written consent of the Debt Transferee and JIN MEDICAL INTERNATIONAL LTD., the Transferor shall not forgive, reduce, settle, extend, subordinate, set off, waive, transfer, pledge, encumber or otherwise materially alter or impair the Target Debt; and the Target Company shall not separately enter into any arrangement with the Transferor intended to reduce, release or materially alter the Target Debt.
6.4 Further Assurances
After Closing, the Transferor and the Target Company shall execute, deliver and handle any supplemental agreement, debt-transfer notice, confirmation, account instruction, power of attorney or other document, and take such other commercially reasonable and legally required actions, as may be reasonably necessary to implement, evidence or perfect the transfer of the Target Debt.
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Article VII Representations Warranties and Confirmations
7.1 Transferor Representations and Warranties
The Transferor represents and warrants to the other Parties as of the date of this Agreement and as of the Closing Date that: (a) it is the lawful registered shareholder of the Target Equity and has the right to transfer the Target Equity in accordance with Law; (b) the subscribed registered capital corresponding to the Target Equity is RMB8,000,000, and such subscribed capital contribution has been fully paid; (c) except as disclosed in writing, the Target Equity is not subject to any pledge, freeze, seizure, trust, nominee holding, right-of-first-refusal arrangement or other encumbrance created by the Transferor; (d) it is the lawful creditor of the Target Debt and has the right to transfer the Target Debt in accordance with Law; (e) except as disclosed in writing, the Target Debt is not subject to any pledge, transfer, trust, nominee holding, priority payment arrangement or other encumbrance, nor is it subject to any reduction, waiver, settlement, setoff or debt restructuring agreed by the Transferor; and (f) it has all corporate power and authority required to execute, deliver and perform this Agreement.
7.2 Equity Transferee Representations and Warranties
The Equity Transferee represents and warrants to the other Parties as of the date of this Agreement and as of the Closing Date that: (a) it is an entity duly established and validly existing under applicable Law; (b) it is 100% lawfully held by Wu Lijie, a senior management person designated by the Seller Controlling Person (identification number: 220204196404071513), and has been duly designated as the Kangma Equity Recipient under the Master Agreement; (c) it has all rights and authority required to execute, deliver and perform this Agreement and to acquire the Target Equity; and (d) it is aware of and confirms that the RMB8,000,000 subscribed capital contribution corresponding to the Target Equity has been fully paid.
7.3 Debt Transferee Representations and Warranties
The Debt Transferee represents and warrants to the other Parties as of the date of this Agreement and as of the Closing Date that: (a) it has all power, legal capacity and authority, as applicable, required to execute, deliver and perform this Agreement and to acquire the Target Debt; (b) it has been determined or validly designated as the recipient of the Target Debt in accordance with the Master Agreement; and (c) it has received the relevant materials relating to the Target Debt provided by the Transferor and the Target Company, is aware of the relevant circumstances of the Target Debt, and accepts the credit, performance, maturity and recovery risks lawfully existing in respect of the Target Debt, without affecting the express representations, warranties and confirmations made by the Transferor and the Target Company in this Agreement.
7.4 Target Company Confirmations and Undertakings
The Target Company confirms and undertakes that: (a) according to its existing records, the Transferor and the Other Shareholder hold 80% and 20% of the equity interests in the Target Company, respectively; (b) except as disclosed in writing, the Target Company has not received any notice of pledge registration, freeze, seizure, dispute or third-party claim against the Target Equity; (c) the RMB8,000,000 subscribed capital contribution corresponding to the Target Equity has been fully paid; (d) the Target Company owes to the Transferor the debt corresponding to the Target Debt in the amount of RMB18,000,000; (e) except as disclosed in writing, the Target Company has no material setoff, defense, counterclaim or other right that may be asserted against the Transferor and, after the debt transfer, lawfully asserted against the Debt Transferee to impair the Target Debt; and (f) it will promptly handle the updates to the register of shareholders, capital contribution certificate, articles of association, change registration and payment recipient for the Target Debt in accordance with this Agreement.
Article VIII Pre-Closing Covenants and Further Assurances
8.1 Preservation of Target Equity
From the date of this Agreement until the Closing or earlier termination of this Agreement, without the prior written consent of the Equity Transferee and JIN MEDICAL INTERNATIONAL LTD., the Transferor shall not sell, transfer, gift, pledge, encumber or otherwise dispose of the Target Equity, nor agree that any third party obtain any right in the Target Equity.
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8.2 Further Assurances
After Closing, the Parties shall execute, deliver and handle any supplemental agreement, register of shareholders, capital contribution certificate, amendment or restatement of articles of association, shareholder resolution, registration application, debt-transfer notice, debt confirmation, account instruction, undertaking, power of attorney, tax document or other document, and take such other commercially reasonable and legally required actions, as may be reasonably necessary to implement, evidence or perfect the transfer of the Target Equity and Target Debt.
8.3 Commercial Cooperation Not Consideration Under this Agreement
The Parties confirm that any arrangement relating to the Target Company's future e-commerce operation, product supply, channel cooperation, healthcare product industry resource synergy or other commercial cooperation shall be separately negotiated by the relevant parties and documented in a separate written agreement. Except as expressly provided in the Master Agreement or such separate agreement, such commercial cooperation shall not constitute part of the Equity Transaction Value or Debt Transaction Value under this Agreement and shall not affect the validity of the transfer of the Target Equity or Target Debt under this Agreement.
Article IX Taxes and Filings
Each Party shall bear the Taxes imposed on it under applicable Law in connection with the execution and performance of this Agreement and the implementation of the equity and debt transfers. The Transferor, each transferee and the Target Company shall reasonably cooperate with each other in completing enterprise income tax, stamp duty, tax filings, price explanations, registrations and other statutory procedures relating to this transfer, and shall provide information reasonably requested by the relevant authorities. The Equity Transaction Value of RMB8,000,000 and the Debt Transaction Value of RMB18,000,000 shall serve as important transaction price bases for tax and registration matters, while the specific tax treatment shall remain subject to applicable Law and the requirements of competent authorities.
Article X Effectiveness Master Agreement Closing and Termination
10.1 Effectiveness of Agreement
This Agreement is formed and becomes effective upon execution and sealing, if applicable, by all Parties; provided that the actual transfer of the Target Equity and Target Debt shall be subject to the occurrence of the Closing under the Master Agreement. Shareholder rights in the Target Equity may be asserted by the Equity Transferee against the Target Company from the time the Equity Transferee is lawfully recorded in the Target Company's register of shareholders; the transfer of the Target Debt shall become effective among the Transferor, the Debt Transferee and the Target Company from the Closing Date.
10.2 No Closing Under the Master Agreement
If the Master Agreement is lawfully terminated or terminated in accordance with its terms before Closing, this Agreement shall automatically terminate and have no further force or effect, except for confidentiality, dispute resolution and other provisions that by their nature should survive. If, before such termination, any implementation steps have been taken solely for administrative, registration, notice or preparatory purposes, the Parties shall promptly cooperate to restore the status quo ante to the extent permitted by applicable Law.
Article XI Miscellaneous
11.1 Notices
All notices under this Agreement shall be in writing and delivered by hand, reputable courier service or email to the address or email address set forth on the signature pages of the Parties, or to such other address or email address subsequently designated in writing by the relevant Party.
11.2 Amendments and Waivers
This Agreement may be amended only by a written instrument signed by all Parties. Any waiver must be in writing and signed by the Party against whom such waiver is asserted.
11.3 Assignment
No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties, except for assignments expressly permitted by the Master Agreement or legal succession by a successor entity in a statutory merger or reorganization.
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11.4 Governing Law
This Agreement and any dispute arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China.
11.5 Dispute Resolution
Any dispute arising out of or relating to the formation, performance, interpretation, validity, amendment or termination of this Agreement shall first be resolved by friendly consultation among the Parties. If consultation fails, any Party may bring an action before the competent people's court at the domicile of the Transferor.
11.6 Entire Agreement and Priority of Documents
This Agreement constitutes the entire agreement among the Parties with respect to the specific transfer, Closing, creditor change, corporate record update and registration mechanism for the Target Equity and Target Debt. With respect to such specific mechanism, if this Agreement is inconsistent with the Master Agreement, this Agreement shall prevail; the Master Agreement shall continue to prevail with respect to the Aggregate Consideration, Closing conditions, Seller payment direction and the integrated nature of the transaction.
11.7 Severability
If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall not be affected. The Parties shall negotiate in good faith to replace such invalid, illegal or unenforceable provision with a lawful and valid provision that most closely reflects the original commercial purpose.
11.8 Confidentiality and Material Non-Public Information
The Parties acknowledge that JIN MEDICAL INTERNATIONAL LTD. (“ZJYL”), an affiliate of the Transferor, is a U.S.-listed company and may make public disclosures regarding this Agreement, the transaction and related matters, and may file a copy of this Agreement with the U.S. Securities and Exchange Commission, as required by applicable Law, SEC rules, Nasdaq rules or other applicable securities regulatory requirements.
To the extent information relating to this Agreement, the other Transaction Documents, the transaction, the existence, discussions or negotiations of the proposed transaction, transaction progress, terms and conditions of the relevant Transaction Documents and any other related information has not been lawfully or otherwise disclosed to the public, the Parties shall keep such nonpublic information strictly confidential and shall not disclose it to any third party or use it for any purpose other than this Agreement and the transaction, except as required by applicable Law, regulatory authorities, competent governmental authorities or stock exchange rules.
Solely for purposes of this Section 10.9, the Parties acknowledge and agree that the foregoing nonpublic information shall be treated as material non-public information relating to ZJYL (“MNPI”) while it has not been disclosed to the public. The Parties shall comply with ZJYL's insider trading policy as in effect from time to time and all applicable securities laws, regulations and stock exchange rules, and shall not, while in possession of such MNPI, directly or indirectly trade, recommend trading in, or otherwise transact in ZJYL securities, or improperly disclose, transmit or provide such MNPI to any other person.
Notwithstanding the foregoing and the confidentiality obligations under this Section, the Parties agree that treating the foregoing information as MNPI solely for purposes of this Section 10.9 shall not constitute any Party's admission, confirmation or agreement that such information actually constitutes material non-public information as a matter of law under any applicable securities laws, regulations, stock exchange rules or other laws and regulations.
The confidentiality and related obligations under this Section shall not terminate by reason of the Closing, full performance or termination of this Agreement, or the abandonment, cancellation, termination or failure of the transaction, and shall continue after the occurrence of any of the foregoing until the relevant information is lawfully or otherwise disclosed to the public; provided that the securities trading and disclosure restrictions relating to MNPI shall continue to apply until the relevant information no longer constitutes MNPI under this Section 10.9.
11.9 Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, each of which shall have the same legal effect. Subject to agreement of the Parties and to the extent permitted by applicable Law, scanned copies, PDF signature pages and reliable electronic signatures may constitute valid execution and delivery of this Agreement. If a market supervision, tax or other competent authority requires paper originals or sealed documents, the Parties shall cooperate promptly.
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| Transferor: | ||
| CHANGZHOU ZHONGJIN MEDICAL CO., LTD. | ||
| Signature: | ||
| Name: | Wang Erqi | |
| Title: | Legal Representative | |
| Address: | No. 33 Lingxiang Road, Wujin District, Changzhou, | |
| Jiangsu Province, PRC | ||
| Email: | wzq@zhjmedical.com | |
| Equity Transferee: | ||
| BEIJING DONGYU COMMERCIAL TRADING CO., | ||
| LTD. | ||
| Signature: | ||
| Name: | [Name of Equity Transferee Signatory] | |
| Title: | [Title of Equity Transferee Signatory] | |
| Address: | [Notice Address of Equity Transferee] | |
| Email: | [Email Address of Equity Transferee] | |
| Debt Transferee: | ||
| [Name of Debt Transferee] | ||
| Signature: | ||
| Name: | [Name of Debt Transferee Signatory] | |
| Title: | [Title of Debt Transferee Signatory] | |
| Address: | [Notice Address of Debt Transferee] | |
| Email: | [Email Address of Debt Transferee] | |
| Target Company / Debtor: | ||
| ZHONGJIN KANGMA INFORMATION TECHNOLOGY | ||
| (JIANGSU) CO., LTD. | ||
| Signature: | ||
| Name: | Gu Rongkou | |
| Title: | Legal Representative | |
| Address: | Room 2108, Block D, Building 6, No. 123 | |
| Hexiang Road, West Taihu Science and Technology | ||
| Industrial Park, Changzhou, PRC | ||
| Email: | gurongkou@jinmed.com | |
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