展覽1.1

承銷協議

2024年10月16日

AC 世紀陽光證券有限責任公司

東路羅賓遜街 200 號

295套房

奧蘭多，佛羅里達州32801

作為承銷商代表

命名為 附表A 此處

女士們，先生們：

特此簽署者 Springview 控股有限公司，一家開曼群島免稅有限責任公司（以下簡稱為“公司及其附屬公司和聯屬公司，包括但不限於，註冊聲明中所披露或描述的所有實體被披露為公司的附屬公司或聯屬公司之總稱，為“權益代理”）謹此確認與美洲虎證券有限公司（以下簡稱“協議”）與數家承銷商（該等承銷商，包括代表人（如下所定義）為“承銷商” 和每個一個 “保險公司）在此命名， 附表1 此契約之受託人為世紀陽光證券有限責任公司（作為代表人）及多位承銷商（依此身份稱為 “Aegis Capital Corp.已同意擔任代表（以下簡稱“代表”）代表多家承銷商與股票的發行和出售相關事宜。）發行和賣出150萬股A類普通股（“穩定股份每股面值$0.0001的股份（普通股）的發行和銷售由本協議構思的公司股份在此稱為“供股.”

公司與承銷商就以下事項達成協議：

段落1。 公司的陳述和保證.

本公司向承銷商作出如下陳述和保證，並且諒解承銷商可在本次發行中依賴該等陳述和保證，在本日期及收盤日期（如下所定義）之時。

(a) 登記聲明書的提交. The Company has prepared and filed with the Securities and Exchange Commission (the “」提交給美國證券交易委員會（「提交了一份F-1表格（文件號碼333-278521）的登記聲明書，其中包含了用於公開發行和銷售公司股票的招股說明書形式。該登記聲明書，包括基本報表、展覽品和附表，以及在該登記聲明書生效時由證券法案下進行的美國證券交易委員會宣布生效的形式後，所包含的所有内容證券法及其根據其下發布的法規（“證券法規定”），包括根據證券法案第430A條或根據1934年修訂版的證券交易所法案（“證券交易所法案）及其頒佈之規則和法規（以下簡稱為「交易所法規」。公司根據證券法規則462(b)提交的所有登記聲明都稱為「申報書462(b)登記聲明規則462(b)登記聲明，並自递交規則462(b)註冊申報書的日期和時間起，“申報書基本報表需包括根據證券法第424(b)條提交的首份形式文件。該招股章程的形式，應為根據此協議由各方簽署並交付後根據證券法第424(b)條要求提交的日期和時間第一次提交的形式文件，或者如果根據證券法第424(b)條不需要提交，則應為在基本報表生效日期時包含的Firm Shares相關最終招股章程的形式文件。生效日期」。公司根據證券法規則462(b)提交的所有登記聲明都稱為「招股書。本協議中對基本報表、證券法第462(b)條基本報表以及包含在基本報表中的初步招股章程的所有參考（每個為“初步的招股說明書。所有本協議中對登記聲明、462(b)條登記聲明、包含在登記聲明中的初步招股書(每個為一個「」)、招股章程或任何上述文件的修訂或補充的引用，應包括向委員會提交的任何副本，根據其電子數據收集、分析和檢索系統。EDGAR在Applicable Time（如下所定義）之前包含在登記申明書中的初步招股書以下稱為"。定價說明書。”對於「最新初步招股說明書」的任何提及，應視為指向註冊備查文件中包含的最新初步招股說明書。本文件提及任何註冊聲明書、初步招股說明書或招股說明書、或任何補充說明書或修訂意見書，視為指向該參照日期之前納入的任何文件。

(b) “適用時間”表示本協議之日期為美國東部時間下午4時。

(c) 遵守註冊要求登記聲明已於2024年9月30日獲證券委員會根據證券法和證券法規宣告生效。公司已按照委員會的要求提供所有額外或補充資訊，並且未出現任何止損市價單阻止或暫停登記聲明或任何第462(b)條規登記聲明生效的情況，也未對此目的採取任何程序或已開始進行，或者根據公司的最佳認知，證券委員會也不擬進行或威脅進行此類程序。

每份初步招股說明書和招股章程在提交時均或將符合證券法的所有重大方面，如通過EDGAR進行電子傳送提交（除非根據證券法下的规定S-t允许），則其內容與送交承銷商以供在承銷公司股份發售過程中使用的拷貝完全相同，但任何未提交的藝術品和圖形除外。 在檔案提交時，每份登記聲明書，任何法規462(b)登記聲明書，以及對登記聲明書或法規462(b)登記聲明書的任何後續修訂，在其生效時刻及在其後任何時候直至證券法第4(3)條規定的招股章送達期屆滿之時，均或將依從證券法和證券法法規的所有重大方面，並且並未包含而且不會包含任何不屬實的重大事實陳述或遺漏必須在其中陳述或必要以使陳述不具誤導性的重大事實。 招股章程，經修訂或補充，截至該日及在其後任何時候直至承銷商完成對公司股份發行的安排之時，均不包含並且不會包含任何不屬實的重大事實陳述或遺漏必要以便使其中的陳述，在做出陳述的情況下，不具誤導性的重大事實。 在前述兩句中設定的陳述和保證不適用於登記聲明書或任何法規462(b)登記聲明書中的陳述或遺漏，或對登記聲明書或法規462(b)登記聲明書的任何後續修訂，或在定價招股書或招股章程中，或其他任何修訂或補充文書，根據並符合提供給公司的與承銷商相關的信息而放置和一致，就曾明確用於其中的信息而言，明確同意和理解，代公司提供的唯一信息是（i）定價招股書和招股章程封面頁含有的承銷商名稱，（ii）第一段落「承銷」標題下設定的表格列明的普通股的名稱和數目，以及（iii）招股章程中「承銷」標題下的“穩定，做市商位和罰款競價”和“電子發售，銷售和分發證券”這些分部標題（“承銷商資料”). 訂價說明書或招股說明書並未要求描述或作為展示檔案提交的合同或其他文件，均已在所有重要方面公平準確地描述或根據要求提交。

(d) 披露文件術語“披露包「」表示（i）定價說明書，經修訂或補充，（ii）根據《證券法》第433條規定定義的每一發行人自由書面說明書，如本協議所示，（iii）本協議中載明的定價條款，以及（iv）各方後來明確書面同意視爲披露包的任何其他自由書面說明書。在適用時間，披露包中未包含任何虛假陳述，或者遺漏任何必要的重大事實，以便使其中的陳述在製作時的情況下不會誤導。前述句子不適用於披露包中基於和符合承銷商信息的陳述或遺漏。發行人自由撰寫招股說明書），如果有的話，在其他中識別出來。 時間表2 蘋果CEO庫克大規模出售股票，套現逾3億港元。 附表3 根據本協議訂立的內容，以及（iv）當事各方以後明確書面同意視爲披露文件一部分的任何其他自由書面招股說明書。 在適用時間點，披露文件中不含任何虛假陳述或者遺漏任何必要的重大事實以使其中所述內容在當時做出時的情況下不誤導。前述句子不適用於披露文件中基於並符合承銷商信息的陳述或遺漏。

(e) 關於公司的限制發行在提交註冊聲明和任何後續生效修正時（ii）生效註冊聲明和任何修正後（iii）公司或另一發售參與方作出真實發售要約（符合《證券法規》第164(h)(2)條義務的定義）的最早時間及（iv）在本協議的簽署和交付日期，公司不是並且無法成爲「不合格發行人」（按照《證券法》第405條規定定義），不考慮根據《證券法》第405條規定，委員會裁定公司無需被視爲不合格發行人。

(f) 發行人自由寫作招股書任何發行人免費書面發售計劃書均不包含與註冊聲明中包含的任何信息衝突的信息，包括任何未被取代或修改的參考文獻文件。上述句子不適用於在或省略了任何發行人免費書面發售計劃書中基於並符合承銷商信息的聲明。

(g) 提供給承銷商的發行材料本公司已向承銷商提供了《註冊聲明》、每個專家授權和證明文件的副本以及如承銷商以書面形式要求量和地點的副本。

(h) 公司分發發行材料在承銷商完成買入公司股份之前，公司未分發也不會分發任何與出售公司股份有關的招股說明書，除了初步招股說明書、正式招股說明書、經承銷商審閱並同意的任何發行人自由撰寫招股說明書，以及註冊聲明。

(i) 承銷協議。本協議已經得到合法授權、簽署並交付，並且是公司的有效且具有約束力的協議，根據其條款可執行，除非此處的賠償權利受適用法律限制，以及此處的執行受破產、無力清償債務、重組、歇業或其他類似與債權人權利和救濟權利相關或受普遍公平原則限制的法律限制。

(j) 公司股份的授權公司通過承銷商銷售的股份已獲得所有必要的公司行動授權，已經根據本協議進行了保留以供發行和銷售，在公司發行和交付後，應當被有效發行，全部已付款且不可評估，不受公司施加的所有留置權益（如下所定義）的約束。公司擁有足夠數量的已授權但未發行和未保留的普通股，用於根據招股說明書描述的發售最大數量的確切股份。

(k) 無適用的註冊或類似權利。除了註冊聲明書、信息披露文件和招股說明書中描述的內容外，沒有任何人具有將公司證券註冊銷售或其他類似權利的情況。

(l) 沒有出現重大不利變化除非在註冊聲明書、披露文件和招股說明書中另有披露，否則在披露文件中給出信息的各自日期之後: （i）公司的條件，在財務或其他方面，或收入，業務，前景或運營未發生任何重大不利變化，或可能合理預期導致重大不利變化的任何發展，無論是否源自業務的日常交易（任何此類變化均稱爲“重大逆境變化）；（ii）公司沒有承擔任何重大債務或義務，不管是間接的、直接的還是附帶的，都不屬於業務正常流程，也沒有進行任何非業務正常交易或協議；並且（iii）在公司股本方面未宣佈、支付或進行任何形式的股息或分配。

(m) 獨立 會計。Marcum Asia CPaS LLP（”會計”），該公司已就審計報告發表了意見 公司向委員會提交的財務報表（本協議中使用的術語包括相關附註） 作爲註冊聲明的一部分，包含在披露包和招股說明書中，是獨立註冊公衆 《證券法》、《證券法條例》和《上市公司會計監督委員會》要求的會計師事務所。這個 在註冊聲明所包括的財務報表所涵蓋的時期內，會計師沒有披露一攬子信息 和招股說明書，向公司提供的任何非審計服務，如《交易法》第10A（g）條中使用的術語所示。

(n) 準備 的財務報表。每份歷史財務報表，包括其附註和支持附表，如果 公司的任何部分分別作爲註冊聲明的一部分向委員會提交併包含在披露一攬子計劃中 和招股說明書，公平地列出了截至所示日期和期限內提供的信息。此類財務報表 在形式上遵守《證券法》和《證券法條例》的適用會計要求，並已準備就緒 符合美國公認的會計原則（”GAAP”) 始終如一地應用 所涉時期（前提是未經審計的中期財務報表須進行預期的年終審計調整） 總體上是重要的，不包含公認會計原則要求的所有腳註）；以及作爲公認會計原則一部分包含的任何支持性時間表 註冊聲明公平地列出了其中所要求的信息。沒有其他財務報表或支持附表 必須包含在註冊聲明中或以引用方式納入。與之相關的每項歷史財務數據 適用於每份初步招股說明書和招股說明書中以摘要形式列出的公司的業務、資產或負債 在與註冊聲明中所載完整財務報表相一致的基礎上公平地提供此類信息。 除其中所列的以外，不要求在註冊報表中包括任何歷史或預計的財務報表， 《證券法》或《證券法條例》下的披露一攬子計劃或招股說明書。調整後的形式和形式 註冊聲明、披露一攬子計劃和招股說明書中包含的財務信息和相關附註（如果有） 已按照《證券法》的適用要求在所有重要方面進行了適當的彙編和編寫 和《證券法條例》，並公正地陳述其中顯示的信息以及編制這些信息時使用的假設 是合理的，其中使用的調整是適當的，以使其中提到的交易和情況生效。 註冊聲明、披露一攬子文件或招股說明書中包含的有關 「非公認會計准則財務」 的所有披露 措施”（該術語由委員會規則和條例定義），如果有，則符合交易所G條例 在適用的範圍內，該法案和《證券法》第S-k條例第10項。每份註冊聲明、披露聲明 一攬子計劃和招股說明書披露了所有重要的資產負債表外交易、安排、債務（包括或有債務）， 以及公司與未合併實體或其他個人之間的其他關係，這些關係可能對當前或未來產生重大影響 關於公司的財務狀況、財務狀況的變化、經營業績、流動性、資本支出、資本 資源，或收入或支出的重要組成部分。除註冊聲明中披露的內容外，披露一攬子計劃 和招股說明書，(a) 公司及其任何直接和間接子公司均未在招股說明書中註明 附表 5 在這裏（每個， 一個”子公司” 而且，總的來說，”子公司”）承擔了任何重大責任或義務， 直接或偶然的，或在正常業務過程中以外的任何重大交易，(b) 公司沒有 就其普通股或優先股（c）申報或支付了任何股息，或進行了任何形式的分配 公司或其任何子公司的資本沒有任何變化，除業務過程外，任何補助金均未發生任何變化 根據任何股票薪酬計劃，並且（d）公司的長期或短期沒有任何重大不利變化 債務。公司表示，除了上面註明的子公司外，它沒有直接或間接的子公司 附表 5 此處。

(o) 成立和良好地經營公司已合法成立並依法作爲開曼群島有限公司存續，且處於良好狀態，具有公司所有權利和權限，擁有租用和運營其財產以及進行描述在披露文件和招股說明書中的業務操作的權力，並且有權並能夠遵守本協議項下的義務。截至交割日，公司直接或間接不擁有或控制任何未在披露文件中另有披露的公司、協會或其他實體。

(p) 資本化及其他股本事項公司的授權，已發行和流通股本如在每個披露文件和招股書中所述（但不包括根據每個披露文件和招股書中描述的僱員福利計劃或者根據披露文件和招股書中描述的未行使期權或認股權之後（如有）的發行）。普通股符合，並且在按照本協議規定發行交付時，公司股應當在每個披露文件和招股書中描述的情況中都基本一致。已發行並流通的所有普通股都已經獲得授權並且是有效發行的，已全額支付且不可分配，並且已根據適用法律發行。所有已發行和流通的普通股都未違反任何公司預先購買權，優先購買權或其他類似的購買或購買公司證券的權利。存託公司（“DTC”）已經授權普通股通過其完整的快速轉移設施交付。公司沒有授權或待定的期權，認股權，優先購買權，優先購買權或其他購買或購買公司股本的權利，或者可轉換或交換或行使爲公司股本的任何股本或債務證券，除非在披露文件和招股書中描述的除外。公司的股票期權和其他股票計劃或安排的描述，以及在披露文件和招股書中描述的根據這些計劃，安排，期權和權益授予的期權或其他權益，準確且公平地呈現了這些計劃，安排，期權和權益所需顯示的信息。發行和出售公司股份無需任何股東，董事會或其他人的進一步批准或授權。除披露文件和招股書中另有規定外，公司不存在關於公司普通股的股東協議，投票協議或其他類似協議，公司是其一方當事人，或者據公司所知，公司的任何股東之間不存在此類協議。

(q) 沒有現有證券合同違反；不需要進一步的授權或批准公司不違反其備忘錄和章程，也沒有違約（或者經通知或時間流逝將會違約）（“違約”）下任何契約、抵押、貸款或信貸協議、票據、合同、特許經營權、租約或其他可能約束其的文件（包括但不限於在註冊聲明中作爲附件提交的任何協議或合同或公司財產或資產受到限制的文件（以下簡稱“現有的設備”）），除了不會單獨或累計導致重大不利變化的違約。公司對本協議的執行、交付和履行以及根據披露文件和招股說明書擬進行的交易（i）已獲得所有必要的公司行動授權，不會違反公司備忘錄和章程的規定，（ii）不會與或構成違反、違約或導致根據現有文件對公司的任何財產或資產施加任何留置權、債權或擔保義務，或需要任何其他方的同意，（iii）不會違反適用於公司的任何法律、行政法規或法院裁定，但在第（ii）和（iii）各款情況下，如此衝突、違約或違反預料可能會對公司及其子公司作爲一個實體的狀況（財務或其他方面）、收入、業務、財產、管理、財務狀況、股東權益或經營成果造成實質不利影響或不會影響公司履行本協議項下義務的表現（“重大不利影響）。未經任何法院或其他政府或監管機構的同意、批准、授權或其他訂單，也無需進行註冊或申報，公司執行、交付和履行本協議以及通過披露文件和招股說明書擬議的交易的完成均無需任何法院或其他政府或監管機構的同意、批准、授權或其他訂單，但除了依據證券法和適用州政府證券法或藍天法律將公司股票註冊或資格的以及從金融行業監管局（FINRA）獲得許可。FINRA”).

(r) Subsidiaries. Each of the Subsidiaries has been duly formed, is validly existing under the laws of Singapore or the British Virgin Islands (“BVI”), as the case may be, and in good standing under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own its property and to conduct its business as described in the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in a Material Adverse Change on the Company and its Subsidiaries, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its articles of association, memorandum of association or charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”). None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

(s) No Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (collectively, “Actions”) pending or, to the Company’s knowledge, threatened (i) against the Company, (ii) which have as the subject thereof any officer or director (in such capacities) of, or property owned or leased by, the Company, where in any such case (A) there is a reasonable possibility that such Action might be determined adversely to the Company and (B) any such Action, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. Except as otherwise disclosed in the Disclosure Package and the Prospectus, no material labor dispute with the employees of the Company exists or, to the Company’s knowledge, is threatened or imminent. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. No executive officer is in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company and its Subsidiaries are in compliance with all applicable laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Neither the Company or any Subsidiary, nor any director or officer thereof, is or has within the last ten (10) years been the subject of any Action involving a claim of violation of or liability under federal or state or foreign securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission or other securities or commodities regulator involving the Company or any current or former director or officer of the Company.

(t) Intellectual Property Rights. The Company owns, possesses or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets (collectively, “Intellectual Property Rights”) necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

(u) All Necessary Permits, etc. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company possesses such valid and current certificates, authorizations or permits issued by the applicable regulatory agencies or bodies necessary to conduct its business, and the Company has not received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit.

(v) Title to Properties. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company has good and marketable title to all the properties and assets reflected as owned by it in the financial statements referred to in Section 1(n) above (or elsewhere in the Registration Statement, the Disclosure Package and the Prospectus), in each case free and clear of any security interest, mortgage, lien, encumbrance, equity, adverse claim or other defect, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

(w) Tax Law Compliance. The Company and its Subsidiaries have each filed all necessary income tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined. The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.

(x) Company Not an “Investment Company.” The Company is not, and after giving effect to the Offering, the payment for the Firm Shares and the application of the proceeds as contemplated under the caption “Use of Proceeds” in each of the Registration Statement, the Disclosure Package and the Prospectus will not be, required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(y) FINRA Affiliation. No officer, director or any beneficial owner of 10% or more of the Company’s unregistered securities has any direct or indirect affiliation or association with any Participating Member (as defined under FINRA rules). The Company shall advise the Representative and Olshan Frome Wolosky LLP, counsel to the Representative (“Representative’s Counsel”), if it learns that any officer, director or owner of 10% or more of the Company’s outstanding Ordinary Shares is or becomes an affiliate or registered person of a Participating Member.

(z) No Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed to, or that might be reasonably expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Firm Shares.

(aa) Related Party Transactions. There are no business relationships or related-party transactions involving the Company or any other person required to be described or filed in the Registration Statement, or described in the Disclosure Package or the Prospectus, that have not been as set forth in the Registration Statement, the Prospectus and the Pricing Prospectus.

(bb) Disclosure Controls and Procedures. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act Regulations) designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company is not aware of (a) any significant deficiency in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

(cc) Company’s Accounting System. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company maintains a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, its respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal control over financial reporting, and, if applicable, with respect to such remedial actions disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company represents that it has taken all remedial actions set forth in such disclosure. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’ ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

(dd) Money Laundering Law Compliance. The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any competent governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(ee) OFAC.

(i) Neither the Company, any of its Subsidiaries nor any director, officer, employee or affiliate of the Company or any Subsidiary, of any other person authorized to act on behalf of the Company, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is:

A. the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”); nor

B. located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria).

(ii) The Company shall not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary or affiliated entity, joint venture partner or other Person:

A. to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

B. in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether as underwriter, advisor, investor or otherwise).

(ff) Foreign Corrupt Practices Act. Neither the Company nor any of its Subsidiaries, any director, officer, employee or affiliate of the Company, any Subsidiary or any other person authorized to act on behalf of the Company, has, directly or indirectly, knowingly given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.

(gg) Compliance with Sarbanes-Oxley Act of 2002. The Company is in full compliance with any provision applicable to it of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications of the Sarbanes-Oxley Act.

(hh) Exchange Act Filing. A registration statement in respect of the Ordinary Shares has been filed on Form 8-A (File Number 001-42305), dated October 4, 2024 (the “Form 8-A Registration Statement”) pursuant to Section 12(b) of the Exchange Act, which registration statement complies in all material respects with the Exchange Act. The Form 8-A Registration Statement is effective, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Ordinary Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.

(ii) Earning Statements. The Company shall make generally available (which includes filings pursuant to the Exchange Act made publicly through the EDGAR system) to its security holders as soon as practicable, but in any event not later than sixteen (16) months after the end of the Company’s current fiscal year, an earnings statement (which need not be audited) covering a period of twelve (12) months that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.

(jj) Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company shall file, on a timely basis, with the Commission all reports and documents required to be filed under the Exchange Act. Additionally, the Company shall report the use of proceeds from the issuance of the Firm Shares as may be required under Rule 463 under the Securities Act.

(kk) Valid Title. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company has legal and valid title to all of its properties and assets, free and clear of all liens, charges, encumbrances, equities, claims, options and restrictions except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by such entity; each lease agreement to which it is a party is duly executed and legally binding; its leasehold interests are set forth in and governed by the terms of any lease agreements, and, to the best of the Company’s knowledge such agreements are valid, binding and enforceable in accordance with their respective terms; and the Company does not own, operate, manage or have any other right or interest in any other material real property of any kind, except as described in the Prospectus or the Disclosure Package.

(ll) Foreign Tax Compliance. Except as otherwise disclosed in the Disclosure Package and the Prospectus, to the best of the Company’s knowledge, no transaction, stamp, capital or other issuance, registration, transaction, transfer or withholding taxes or duties are payable in the BVI, Singapore or the Cayman Islands to any BVI, Singapore or Cayman Islands taxing authority in connection with the issuance, sale and delivery of the Firm Shares, and the delivery of the Firm Shares to or for the account of the Underwriters.

(mm) D&O Questionnaires. All information contained in the questionnaires (the “Questionnaires”) completed by each of the Company’s directors and officers immediately prior to the Offering (the “Insiders”) as supplemented by all information concerning the Company’s directors, officers and principal shareholders as described in the Registration Statement, the Disclosure Package and the Prospectus, as well as in the Lock-Up Agreement in the form attached hereto as Exhibit A provided to the Representative is true and correct in all respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate and incorrect.

Any certificate signed by an officer of the Company and delivered to the Representative or to Representative’s Counsel shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters set forth therein. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel to the Company, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

(nn) Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Firm Shares hereunder, the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, are sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). Except as set forth in the Registration Statement and the Prospectus, the Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year after the Closing DateThe Registration Statement and the Prospectus set forth, as of the date hereof, all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with U.S. GAAP. Except as set forth in the Registration Statement and the Prospectus, neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

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

(pp) Testing the Waters Communications. The Company (a) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Underwriters with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (b) has not authorized anyone other than the Underwriters to engage in Testing-the-Waters Communications. The Company reconfirms that the Underwriters have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.

(qq) Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or 25% or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(rr) U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Company shall so certify upon the Underwriters’ request.

(ss) Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering shall be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Firm Shares to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.

(tt) Integration. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under the Securities Act.

(uu) No Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters for the Firm Shares and the Underwriters have no obligation to disclose, or account to the Company for, any of such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty.

(vv) Foreign Issuer. The Company is a “foreign private issuer” as defined in Rule 405 under the Securities Act.

(ww) PFIC Status. Based on the past and projected composition of its income and assets, and the valuation of its assets, including goodwill, the Company does not expect to be a “passive foreign investment company” as defined in Section 1297 of the Code for its current taxable year or in the foreseeable future.

(xx) Payments in Foreign Currency. Under current laws and regulations of the Cayman Islands and any political subdivision thereof, all dividends and other distributions declared and payable on the Ordinary Shares may be paid by the Company to the holders in U.S. dollars and all such payments made to holders thereof who are non-residents of the Cayman Islands will not be subject to income, withholding or other taxes under laws and regulations of the Cayman Islands or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the Cayman Islands or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the Cayman Islands or any political subdivision or taxing authority thereof or therein.

SECTION 2. Firm Shares.

(a) Purchase of Firm Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters an aggregate of 1,500,000 Firm Shares at a purchase price (net of the underwriting discount as set forth in Section 2(c) hereof) of $4.00 per Firm Share. The Underwriters agree to purchase from the Company the Firm Shares.

(b) Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 a.m., Eastern Time, on the second (2^nd) Business Day following the Applicable Time, or at such time as shall be agreed upon by the Underwriters and the Company, at the offices of Representative’s Counsel, 1325 Avenue of the Americas, 15th Floor, New York, New York 10019, or at such other place as shall be agreed upon by the Underwriters and the Company. The hour and date of delivery of and payment for the Firm Shares is called the “Closing Date.” The closing of the payment of the purchase price for is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated through the full FAST transfer facilities of the DTC) for the account of the Underwriters. The Firm Shares shall be registered in such names and in such denominations as the Underwriters may request in writing at least two Business Days prior to the Closing Date. If certificated, the Company shall permit the Underwriters to examine and package the Firm Shares for delivery at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Underwriters for all the Firm Shares. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

(c) Underwriting Discount. In consideration of the services to be provided for hereunder, the Underwriters shall receive a seven percent (7%) underwriting discount with respect to any Firm Shares sold to investors in this Offering.

SECTION 3. Covenants of the Company. The Company covenants and agrees with the Underwriters as follows:

(a) Underwriters’ Review of Proposed Amendments and Supplements. During the period beginning at the Applicable Time and ending on the later of the Closing Date or such date as, in the opinion of Representative’s Counsel, the Prospectus is no longer required by law to be delivered in connection with sales by the Underwriters or selected dealers, including under circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act (the “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement or the Prospectus, including any amendment or supplement through incorporation by reference of any report filed under the Exchange Act, the Company shall furnish to the Underwriters for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Underwriters reasonably objects.

(b) Securities Act Compliance. After the date of this Agreement, during the Prospectus Delivery Period, the Company shall promptly advise the Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Pricing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, the Pricing Prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Firm Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time, the Company shall use commercially reasonable efforts to obtain the lifting of such order at the earliest possible moment or will file a new registration statement and use commercially reasonable efforts to have such new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

(c) Exchange Act Compliance. During the Prospectus Delivery Period, to the extent the Company becomes subject to reporting obligation under the Exchange Act, the Company shall file all documents required to be filed with the Commission pursuant to Sections 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act.

(d) Amendments and Supplements to the Registration Statement, Prospectus and Other Securities Act Matters. If, during the Prospectus Delivery Period, any event or development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made, as the case may be, not misleading, or if it shall be necessary to amend or supplement the Disclosure Package or the Prospectus, in order to make the statements therein, in the light of the circumstances under which they were made, as the case may be, not misleading, or if in the opinion of the Underwriters it is otherwise necessary to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus, or to file a new registration statement containing the Prospectus, in order to comply with law, including in connection with the delivery of the Prospectus, the Company agrees to (i) notify the Underwriters of any such event or condition (unless such event or condition was previously brought to the Company’s attention by the Underwriters during the Prospectus Delivery Period) and (ii) promptly prepare (subject to Section 3(a) and Section 3(f) hereof), file with the Commission (and use commercially reasonable efforts to have any amendment to the Registration Statement or any new registration statement to be declared effective) and furnish at its own expense to the Underwriters and to dealers, amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus, or any new registration statement, necessary in order to make the statements in the Disclosure Package or the Prospectus as so amended or supplemented, in the light of the circumstances under which they were made, as the case may be, not misleading or so that the Registration Statement, the Disclosure Package or the Prospectus, as amended or supplemented, will comply with law.

(e) Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, it will not make, any offer relating to the Firm Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule 2 hereto. Any such free writing prospectus consented to by the Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(f) Copies of any Amendments and Supplements to the Prospectus. The Company agrees to furnish the Underwriters, without charge, during the Prospectus Delivery Period, as many copies of each of the preliminary prospectuses, the Prospectus and the Disclosure Package and any amendments and supplements thereto (including any documents incorporated or deemed incorporated by reference therein) as the Underwriters may reasonably request.

(g) Use of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates, except as specifically authorized herein. The Company shall apply the net proceeds from the sale of the Firm Shares sold by it in the manner described under the caption “Use of Proceeds” in the Disclosure Package and the Prospectus.

(h) Transfer Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Firm Shares for not less than eighteen (18) months after the Closing Date.

(i) Internal Controls. The Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with U.S. GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The internal controls, upon consummation of the Offering of the Firm Shares, will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of The Nasdaq Stock Market (“Nasdaq”).

(j) Exchange Listing. The Ordinary Shares have been duly authorized for listing on The Nasdaq Capital Market, subject to official notice of issuance. The Company is in material compliance with the provisions of the rules and regulations promulgated by Nasdaq and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements (to the extent applicable to the Company as of the date hereof or the Closing Date; and subject to all exemptions and exceptions from the requirements thereof as are set forth therein, to the extent applicable to the Company). Without limiting the generality of the foregoing and subject to the qualifications above: (i) all members of the Company’s Board of Directors who are required to be “independent” (as that term is defined under applicable laws, rules and regulations), including, without limitation, all members of each of the audit committee, compensation committee and nominating committee of the Company’s Board of Directors, meet the qualifications of independence as set forth under such laws, rules and regulations, (ii) the audit committee of the Company’s Board of Directors has at least one member who is an “audit committee financial expert” (as that term is defined under such laws, rules and regulations), and (iii) that, based on discussions with Nasdaq, the Company meets all requirements for listing on The Nasdaq Capital Market. The Company shall use its commercially reasonable efforts to maintain the listing of The Nasdaq Capital Market for three (3) years after the date of this Agreement.

(k) Future Reports to the Underwriters. For one (1) year after the date of this Agreement, the Company shall furnish, if not otherwise available on EDGAR, to the Representative at 200 E. Robinson Street, Suite 295, Orlando, Florida 32801, Attention: Dr. Dr. Ying Cui, President: (i) as soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, shareholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants; (ii) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 20-F, quarterly financial statements using a Form 6-K or other report filed by the Company with the Commission; and (iii) as soon as available, copies of any report or communication of the Company mailed generally to holders of its share capital.

(l) No Manipulation of Price. The Company shall not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

(m) Existing Lock-Up Agreements. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no existing agreements between the Company and its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities. The Company shall direct the transfer agent to place stop transfer restrictions upon the securities of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated therein.

SECTION 4. Payment of Fees and Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $150,000 (inclusive of the Advance, as defined below); provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Firm Shares (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Firm Shares, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Firm Shares, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Firm Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance shall be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). In addition, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the number of Firm Shares purchased) of a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering.

SECTION 5. Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Shares as provided herein on the Closing Date shall be subject to: (1) the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made; (2) the timely performance by the Company of its covenants and other obligations hereunder; and (3) each of the following additional conditions:

(a) Accountant’s Comfort Letter. On the date hereof, the Representative shall have received from the Accountant, a letter dated the date hereof addressed to the Representative, in form and substance satisfactory to the Representative, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Representative, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement and the Prospectus.

(b) Effectiveness of Registration Statement; Compliance with Registration Requirements; No Stop Order. During the period from and after the execution of this Agreement to and including the Closing Date:

(i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective; and

(ii) no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment to the Registration Statement or the 8-A Registration Statement shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission.

(c) No Material Adverse Change. For the period from and after the date of this Agreement to and including the Closing Date, in the reasonable judgment of the Representative there shall not have occurred any Material Adverse Change.

(d) CFO Certificate. On the Closing Date, the Representative shall have received a written certificate executed by the Chief Financial Officer of the Company, dated as of such date, on behalf of the Company, with respect to certain financial data contained in the Registration Statement, Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Underwriters.

(e) Officers’ Certificate. On the Closing Date, the Representative shall have received a written certificate executed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated as of such date, to the effect that the signers of such certificate have reviewed the Registration Statement, the Disclosure Package and the Prospectus and any amendment or supplement thereto, each Issuer Free Writing Prospectus and this Agreement, to the effect that:

(i) The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date;

(ii) No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus has been issued and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order having the effect of ceasing or suspending the distribution of the Firm Shares or any other securities of the Company has been issued by any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange in the United States; and

(iii) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the Company and the Subsidiaries taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent, that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary course of business; (d) any material change in the share capital (except changes thereto resulting from the exercise of outstanding options or warrants or conversion of outstanding indebtedness into Ordinary Shares of the Company) or outstanding indebtedness of the Company or any Subsidiary (except for the conversion of such indebtedness into Ordinary Shares of the Company); (e) any dividend or distribution of any kind declared, paid or made on Ordinary Shares of the Company; or (f) any loss or damage (whether or not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.

(f) Secretary’s Certificate. On the Closing Date, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated such Closing Date, certifying: (i) that each of the Company’s memorandum of association and articles of association to such certificate is true and complete, has not been modified and is in full force and effect; (ii) that each of the Subsidiaries articles of association, memorandum of association or charter documents attached to such certificate is true and complete, has not been modified and is in full force and effect; (iii) that the resolutions of the Company’s Board of Directors relating to the Offering attached to such certificate are in full force and effect and have not been modified; (iv) as to the incumbency of the officers of the Company; and (v) the good standing of the Company and each of the Subsidiaries (except in such jurisdictions where the concept of good standing is not applicable). The documents referred to in such certificate shall be attached to such certificate.

(g) Bring-down Comfort Letter. On the Closing Date, the Representative shall have received from the Accountant, a letter dated such date, in form and substance satisfactory to the Representative, to the effect that the Accountant reaffirms the statements made in the letter furnished by it pursuant to subsection (a) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three (3) Business Days prior to the Closing Date.

(h) Lock-Up Agreement from Certain Security Holders of the Company. On or prior to the date hereof, the Company shall have furnished to the Representative an agreement substantially in the form of Exhibit A hereto from each of the Company’s officers, directors, and the holders of the Ordinary Shares or securities convertible into or exercisable for Ordinary Shares listed on Schedule 4 hereto.

(i) Exchange Listing. The Firm Shares to be delivered on the Closing Date, shall have been approved for listing on The Nasdaq Capital Market, subject to official notice of issuance.

(j) Company Counsel Opinions. On the Closing Date, the Representative shall have received:

(i) the favorable opinion of Ortoli Rosenstadt LLP, counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Representative on behalf of the Underwriters, in form and substance reasonably satisfactory to the Representative;

(ii) the favorable opinion of Drew & Napier LLP, Singapore counsel to the Company, addressed to the Representative on behalf of the Underwriters, in form and substance reasonably satisfactory to the Representative; and

(iii) the favorable opinion of Ogier (Cayman) LLP, Cayman Islands counsel to the Company, addressed to the Representative on behalf of the Underwriters, in form and substance reasonably satisfactory to the Representative.

The Underwriters shall rely on the opinions of the Company’s Cayman Islands counsel, Ogier (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Firm Shares and due authorization, execution and delivery of the Agreement.

(k) Additional Documents. On or before the Closing Date, the Representative and Representative’s Counsel shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Firm Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by written notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 7 shall at all times be effective and shall survive such termination.

SECTION 6. Effectiveness of this Agreement. This Agreement shall not become effective until the later of (i) the execution of this Agreement by the parties hereto and (ii) notification (including by way of oral notification from the reviewer at the Commission) by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act.

SECTION 7. Indemnification.

(a) Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively, the “Underwriter Indemnified Parties” and, each, an “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or preparing to defend or defending against or appearing as third party witness in sconnection with any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

(b) Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

(c) Procedure. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify such indemnifying party in writing of the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent it has been materially adversely prejudiced by such failure; provided further that the failure to notify an indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 7. If any such action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of such action with counsel reasonably satisfactory to the indemnified party (which counsel shall not, except with the written consent of the indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume the defense of such action, except as provided herein, the indemnifying party shall not be liable to the indemnified party under Section 7(a) or 7(b), as applicable, for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of such action other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 7(a), (ii) such indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to diligently defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party and the indemnifying party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in connection with the defense of such action; provided, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time any such indemnified party (in addition to any local counsel), which firm shall be designated in writing by the Underwriters if the indemnified party under this Section 7 is an Underwriter Indemnified Party or by the Company if an indemnified party under this Section 7 is a Company Indemnified Party. Subject to this Section 7(c), the amount payable by an indemnifying party under Section 7 shall include, but not be limited to, (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any action, investigation, proceeding or claim, and (y) all amounts paid in settlement of any of the foregoing. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or any claim whatsoever, in respect of which indemnification or contribution could be sought under this Section 7 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with its written consent, if its consent has been unreasonably withheld or delayed or if there be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated herein effected without its written consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the request for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(d) Contribution. If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under Section 7(a) or Section 7(b), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid, payable or otherwise incurred by such indemnified party as a result of such loss, claim, damage, expense or liability (or any action, investigation or proceeding in respect thereof), as incurred, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified parry or parties on the other hand from the Offering of the Firm Shares, or (ii) if the allocation provided by clause (i) of this Section 7(d) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) of this Section 7(d) but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party or parties on the other with respect to the statements, omissions, acts or failures to act which resulted in such loss, claim, damage, expense or liability (or any action, investigation or proceeding in respect thereof) as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other with respect to such offering shall be deemed to be in the same proportion as the total proceeds from the Offering of the Firm Shares purchased by investors as contemplated by this Agreement (before deducting expenses) received by the Company bear to the total underwriting discounts received by the Underwriters in connection with the Offering, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement, omission, act or failure to act; provided that the parties hereto agree that the written information furnished to the Company by the Underwriters for use in any preliminary prospectus, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriters’ Information. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 7(d) be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense, liability, action, investigation or proceeding referred to above in this Section 7(d) shall be deemed to include, for purposes of this Section 7(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding. Notwithstanding the provisions of this Section 7(d), the Underwriters shall not be required to contribute any amount in excess of the total discounts received in cash by the Underwriters in connection with the Offering less the amount of any damages that the Underwriters have otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement, omission or alleged omission, act or alleged act or failure to act or alleged failure to act. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

SECTION 8. Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by Nasdaq; (ii) a general banking moratorium shall have been declared by any U.S. federal or Singapore authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, is material and adverse and makes it impracticable to market the Firm Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Firm Shares; (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (vi) if the Representative shall have become aware after the date hereof of such a Material Adverse Change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the Offering, sale and/or delivery of the Firm Shares or to enforce contracts made by the Underwriters for the sale of the Firm Shares. Any termination pursuant to this Section 8 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $150,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

SECTION 9. No Advisory or Fiduciary Responsibility. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the Offering of the Firm Shares. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the Offering of the Firm Shares, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including, without limitation, any negotiation related to the pricing of the Firm Shares; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

SECTION 10. Representations and Indemnities to Survive Delivery; Third Party Beneficiaries. The respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Firm Shares sold hereunder and any termination of this Agreement. Each Investor shall be a third party beneficiary with respect to the representations, warranties, covenants and agreements of the Company set forth herein.

SECTION 11. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or emailed to the parties hereto as follows:

If to the Underwriters:

AC Sunshine Securities LLC

200 E. Robinson Street

Suite 295

Orlando, Florida 32801

Attn: Dr. Ying Cui

Email: ycui@acsunshine.com

With a copy (which shall not constitute notice) to:

Olshan Frome Wolosky LLP

1325 Avenue of the Americas, 15^th Floor

New York, NY 10019

Attn: Spencer G. Feldman, Esq.

Emails: sfeldman@olshanlaw.com

If to the Company:

Springview Holdings Ltd

203 Henderson Road

#06-01

Henderson Industrial Park

Singapore

159546

Attn: Zhuo Wang, Chairman and CEO

Email:

With a copy (which shall not constitute notice) to:

Ortoli Rosenstadt LLP

366 Madison Avenue, 3rd Floor

New York, New York 10017

Attn: Jason Ye, Esq.

Email: jye@orllp.legal

Any party hereto may change the address for receipt of communications by giving written notice to the others.

SECTION 12. Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and to the benefit of the employees, officers and directors and controlling persons referred to in Section 7, and in each case their respective successors, and no other person shall have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Firm Shares as such merely by reason of such purchase.

SECTION 13. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

SECTION 14. Governing Law Provisions. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to conflict of laws principles thereof.

SECTION 15. Consent to Jurisdiction. No legal suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (each, a “Related Proceeding”) may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts (collectively, the “Specified Courts”) shall have jurisdiction over the adjudication of any Related Proceeding, and the parties to this Agreement hereby irrevocably consent to the exclusive jurisdiction the Specified Courts and personal service of process with respect thereto. The parties to this Agreement hereby irrevocably waive any objection to the laying of venue of any Related Proceeding in the Specified Courts and irrevocably waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The official language of this Agreement is English and the parties hereto agree that this Agreement shall be governed by the meanings of and interpreted in the English language.

SECTION 16. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the Offering, except for those specific provisions of the Exclusive Engagement Agreement between the Company and the Representative, dated as of August 2, 2024 (the “Engagement Letter”), that are not related to the Offering, each of which provisions shall remain in full force and effect for the term of the Engagement Letter. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.

The respective indemnities, contribution agreements, representations, warranties and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Firm Shares and payment for them as contemplated hereby and (iii) termination of this Agreement.

Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Firm Shares from the Underwriters merely because of such purchase.

[Signature Page Follows]

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.

[Signature Page to Underwriting Agreement]

SCHEDULE 1

SCHEDULE 2

Issuer Free Writing Prospectus(es)

https://www.sec.gov/Archives/edgar/data/2002236/000121390024045316/ea0206536-fwp_springview.htm

https://www.sec.gov/Archives/edgar/data/2002236/000121390024073217/ea0212675-fwp_springview.htm

SCHEDULE 3

Pricing Information

Number of Firm Shares: 1,500,000

Public Offering Price per Firm Share: $4.00

Underwriting Discount per Firm Share: $0.28

Proceeds to Company per Firm Share (before expenses): $3.72

SCHEDULE 4

Lock-Up Parties

Name  

Zhuo Wang
Siew Yian Lee
Jordan Yi Chun Tse
Edward C Ye Mikael Charette

Hung Yu Wu
AVANTA (BVI) LIMITED
WZ GLOBAL (BVI) LIMITED  

SCHEDULE 5

Subsidiaries

EXHIBIT A

Form of Lock-Up Agreement

__________, 202__

AC Sunshine Securities LLC

As Representative of the Several Underwriters

200 E. Robinson Street

Suite 295

Orlando, Florida 32801

Ladies and Gentlemen:

In consideration of that certain Underwriting Agreement (the “Underwriting Agreement”) between Springview Holdings Ltd, a Cayman Islands exempted company with limited liability (the “Company”), and AC Sunshine Securities LLC (“AC Sunshine”), as representative of the several underwriters named in Schedule 1 thereto (such underwriters, including AC Sunshine, the “Underwriters”), to underwrite a proposed initial public offering (the “Offering”) of Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company, the undersigned hereby irrevocably agrees that the undersigned shall not, for a period beginning on and including the date of this agreement and ending six (6) months after the effective date of the registration statement in connection with the Offering (the “Lock-Up Period”), without the prior written consent of AC Sunshine (which consent may be withheld in its sole discretion):

(1) offer to sell, sell, pledge, contract to sell, purchase any option to sell, grant any option for the purchase of, lend, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition by the undersigned or any controlled affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) with the Securities and Exchange Commission of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), to register, any Ordinary Shares or any securities convertible into, or exercisable or exchangeable for Ordinary Shares, options or warrants or other rights to acquire Ordinary Shares of which the undersigned is now, or may in the future become, the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (such shares, securities, options, warrants or rights, collectively, the “Restricted Securities”);

(2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Ordinary Shares or such other convertible, exercisable or exchangeable securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise; or

(3) publicly disclose the intention to enter into any transaction described in clause (1) or (2) above.

Notwithstanding anything to the contrary contained in this agreement, the foregoing restrictions in clauses (1), (2) and (3) described above shall not apply to the Company with respect to any of the following transactions:

(i) the issuance of the Ordinary Shares, or securities convertible into or exercisable for any of the Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of any restricted stock units (“RSUs”) (including net settlement), in each case outstanding on the date of the Underwriting Agreement and described in the final prospectus for the Offering (the “Prospectus”);

(ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of the Ordinary Shares, or securities convertible into or exercisable or exchangeable for any of the Ordinary Shares (whether upon the exercise of stock options or otherwise) to the Company’s employees, executive officers, directors, corporate auditors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the closing of the Offering and described in the Prospectus; or

(iii) the Company’s filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of the Underwriting Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares owned either of record or beneficially by the undersigned except in compliance with the foregoing restrictions. Any securities of the Company acquired by the undersigned in the Offering (including, without limitation, in any issuer-directed share program) shall also be Restricted Securities subject to this agreement.

If the undersigned is an executive officer or director of the Company, and/or a holder of 10% or greater of the Company’s outstanding Ordinary Shares, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Ordinary Shares that the undersigned may purchase in the Offering.

Notwithstanding anything to the contrary contained in this agreement, the restrictions described in the immediately preceding paragraph shall not apply to executive officers or directors of the Company, and/or a holder of 5% or greater of the Company’s outstanding Ordinary Shares, with respect to any of the following transactions:

(a) transfers of Restricted Securities as a bona fide gift or gifts by the undersigned or for bona fide estate planning purposes;

(b) transfers or dispositions of Restricted Securities to any trust for the direct or indirect benefit of the undersigned or any member of the immediate family of the undersigned;

(c) transfers or dispositions of Restricted Securities to a partnership, limited liability company or other entity of which undersigned and its immediate family members are the legal and beneficial owner of all of the outstanding equity securities or similar interests;

(d) transfers of Restricted Securities by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned;

(e) transfers or dispositions of Restricted Securities to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (d) immediately above;

(f) in the case that the undersigned is a corporation, partnership, limited liability company, trust or other business entity, transfers or dispositions of Restricted Securities (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or its affiliates; or (B) as part of a distribution to members or shareholders of the undersigned;

(g) transfers or dispositions of Restricted Securities by operation of law;

(h) transfers or dispositions of Restricted Securities to the Company from an employee upon death, disability or termination of employment of such employee;

(i) transfers or dispositions of Restricted Securities to the Company in connection with the vesting, settlement or exercise of RSUs, options, warrants or other rights to purchase the Ordinary Shares (including “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments;

(j) transfers or dispositions of Restricted Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction approved by the Company’s board of directors and made to all shareholders involving a change in control, provided that if such transaction is not completed, all such Restricted Securities would remain subject to the restrictions in the clauses (1), (2) and (3) described above;

(k) exercise of the options, settlement of RSUs or other equity awards, or the exercise of warrants granted pursuant to plans described in the Prospectus, provided that any Restricted Securities received upon such exercise, vesting or settlement would be subject to restrictions similar to those in the clauses (1), (2) and (3) described above;

(l) conversion of outstanding preferred stock, warrants to acquire preferred stock, or convertible securities into the Ordinary Shares or warrants to acquire Ordinary Shares, provided that any of the Ordinary Shares or warrant received upon such conversion would be subject to restrictions similar to those in the clauses (1), (2) and (3) described above;

(m) establishment by the undersigned of trading plans under Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of the Restricted Securities during the Lock-Up Period;

(n) the sale of the Ordinary Shares pursuant to the terms of the Underwriting Agreement; and

(o) transfers of Restricted Securities to a charity or educational institution;

provided, however, that

A. in the case of (a), (b) (c) or (d) above, it shall be a condition to the transfer or disposition that the donee, trustee, heir, distributee or other transferee, as the case may be, agrees to be bound in writing to the restrictions set forth herein during the Lock-Up Period;

B. any transfer or disposition pursuant to (a), (b), (c) or (d) above shall not involve a disposition for value; and

C. in the case of a transfer or distribution pursuant to (a), (b), or (d) above, no filing by the undersigned or any other party under the Exchange Act or other public announcement shall be required or made voluntarily during the Lock-Up Period in connection with such transfer or distribution.

For the purposes of this agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin.

如果簽署人是公司的高管或董事，(i) AC Sunshine同意，在受限制證券的轉讓的任何發佈或豁免的效力日期前至少三（3）個工作日，AC Sunshine應通知公司即將發生的發佈或豁免，並且（ii）公司已經或將同意在包銷協議中宣佈即將發生的發佈或豁免，通過一家主要資訊服務公司至少提前兩（2）個工作日發佈相關新聞。AC Sunshine根據本協議向任何這樣的高管或董事授予的任何發佈或豁免只有在此類新聞發佈的發佈日期後的兩（2）個工作日後方能生效。本段的規定將不適用於（a）僅爲了許可非代價轉讓而實施的發佈或豁免，以及（b）承受方已書面同意在轉讓時遵守本協議所描述的相同條款，以及在轉讓時這些條款保持有效的期間。

本協議應在以下情況之一自動終止並失效：(i)在AC世紀陽光或公司在承銷協議執行之前書面通知對方之時，一方決定不繼續推進本次發行的；(ii) 在申購關閉之前，承銷協議終止；或(iii) 撤銷與本次發行相關聯的普通股註冊聲明。

簽署人特此聲明並保證，簽署人具有完全的權力和權限訂立該協議。本處所授予或同意授予的所有權限及約定，以及簽署人的任何義務，應約束於簽署人的繼任者、受讓人、繼承人或個人代表。簽署人明白承銷商正在依賴於本協議訂立承銷協議並繼續進行發行。

本協議及任何索賠、爭議或與本協議相關的事項，應受紐約州內部法律的管轄和解釋，不考慮該州內部法律衝突規則的影響，適用於完全在該州內執行的協議。

[隨附簽名頁面]

展覽B

解除或放棄的形式

__________, 202[●]

[名稱和地址

官員或董事

請求豁免

親愛的[姓名]先生/女士：

此函件與Springview Holdings Ltd（「公司」）提供的[●]A類普通股，每股面值$0.0001（「股票」）以及日期爲[●]年的鎖定協議（「協議」），您在相關提供中籤署並要求的[豁免][解除]的請求有關。公司此函件與Springview Holdings Ltd（「公司」）提供的[●]A類普通股，每股面值$0.0001（「股票」）以及日期爲[●]年的鎖定協議（「協議」），您在相關提供中籤署並要求的[豁免][解除]的請求有關。普通股此函件與Springview Holdings Ltd（「公司」）提供的[●]A類普通股，每股面值$0.0001（「股票」）以及日期爲[●]年的鎖定協議（「協議」），您在相關提供中籤署並要求的[豁免][解除]的請求有關。       此函件與Springview Holdings Ltd（「公司」）提供的[●]A類普通股，每股面值$0.0001（「股票」）以及日期爲[●]年的鎖定協議（「協議」），您在相關提供中籤署並要求的[豁免][解除]的請求有關。鎖定協議此函件與Springview Holdings Ltd（「公司」）提供的[●]A類普通股，每股面值$0.0001（「股票」）以及日期爲[●]年的鎖定協議（「協議」），您在相關提供中籤署並要求的[豁免][解除]的請求有關。       ， 202[●]，對[●]普通股（“股份”).

簽署人特此同意放棄《鎖定協議》中規定的股票轉讓限制，但僅適用於股份，自即時生效       , 20[●]; 在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；, 公司對於以下情況，不應承擔責任：根據第10（b）部分書面信息可靠地提供。，此類放棄受公司宣佈即將通過一家主要新聞服務的新聞發佈至少兩個（2）工作日之前公告生效的條件約束。本信將作爲即將放棄的通知向公司提供。

除非在此明確放棄 此處釋放，鎖定協議應繼續完全有效。

5.80%到期於2054 年的優先票據

新聞稿表格

春景控股有限公司

[●]，202[●]

Springview Holdings有限公司（「公司」）今日宣佈，作爲代表董事會的AC世紀陽光證券有限公司，針對公司最近的公開發行的[●]公司A類普通股份，放棄了[釋放]公司某位官員或董事持有的[●]A類普通股份的限制。[豁免][釋放]將於[●]202[●]年生效，證券可在該日期後出售。

本新聞稿不是在美國或任何禁止該等要約或出售的司法管轄區域內提供或出售證券，除非在1933年證券法修訂案下注冊或豁免登記的情況下，在美國無法提供或出售該等證券。