Exhibit 10.23
Translation of Management Consulting and Financing Services Agreement from Chinese to English
Management Consulting and Financing Services Agreement
Party A (Service Recipient): NANYANG BIOLOGICS PTE. LTD., (UEN: 202116184H), Registered address: 10 Anson Road #25-06 International Plaza Singapore 079903 (hereinafter referred to as the “Company”)
Party B1 (Service Provider): 9Z Information Technology Limited, Registration No.: 1816439 Registered address: Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands (“9Z”)
Party B2 (Service Provider): CHEN TED KWAN, (NRIC S8436020A) (“Mr. Chen”)
Party B1 and Party B2 are collectively referred to as “Party B”; Party A and Party B are collectively referred to as the “Parties”.
Whereas:
Party B undertakes that, commencing from March 1, 2024, it shall provide Party A with management consulting and capital markets financing services. The scope of services includes but is not limited to: a five-year financing arrangement targeting a valuation of US$20 million, optimization of the Company’s restructuring framework, and seeking listing opportunities on major global securities exchanges, including an initial public offering (“IPO”) or listing through a business combination with a special purpose acquisition company (“SPAC”).
In respect of the above services, Party A may elect to pay consideration by way of:
(1)
cash in the amount of US$6 million; or
(2)
after Party A confirms an IPO or signs a business combination agreement with a SPAC, issuing to Party B an aggregate amount of Party A’s shares valued at US$6 million, of which Party B1 shall receive shares corresponding to 75% of such value, and Party B2 shall receive shares corresponding to 25% of such value. The foregoing shares are collectively referred to as the “Service Shares”.
The Parties confirm that, if the service consideration is converted into shares of the Company, the corresponding per-share price shall be:
(1)
the issuance price of the next round of public listing financing immediately prior to Party A’s listing; or
(2)
such other price as may be mutually agreed by the Parties, provided that such price shall not be lower than the per-share price corresponding to the valuation of the Company’s most recent round of financing.
The Parties specifically agree that: the Service Shares held by Party B1 shall not be subject to any lock-up period upon Party A’s ultimate listing, if any; while the Service Shares held by Party B2 shall be subject to a lock-up period in accordance with general capital markets rules.
Article 1 Scope of Services
During the term of this Agreement, Party B shall provide Party A with the following professional services:
1.1 Strategic Consulting Services:
Providing professional advice on the Company’s strategic planning, business expansion, mergers and acquisitions restructuring, market competitive positioning, and long-term value enhancement plans.
1.2 Capital Markets and Investor Relations Services:
Introducing qualified institutional investors, family offices, and high-net-worth individuals; assisting in the preparation of investor presentation materials and information disclosure documents; organizing investor communication meetings and roadshows; maintaining private investment in public equity (“PIPE”) and subsequent financing cooperation channels.
1.3 Shareholder Relations Management Services:
Acting as the communication and liaison window for core shareholders, promptly conveying the Company’s operating information, and coordinating the handling of reasonable shareholder requests.
1.4 Crisis Management Services:
Providing crisis response plans, public opinion control and public relations strategies, and safeguarding the Company’s brand and market reputation.
1.5: With the work objective of assisting the Company in successfully achieving a listing, including but not limited to introducing and bringing in relevant strategic investors; providing listing advice; recommending appropriate target companies for cooperation in accordance with the Company’s actual needs and assisting with business negotiations; recommending and coordinating relevant professional institutions; providing advice on the Company’s listing pricing plan; and coordinating the listing process.
Article 2 Service Standards
2.1: Party B shall designate professional personnel with appropriate qualifications and experience to perform its service obligations in a prudent, diligent, and professional manner, ensuring that the service results meet Party A’s business objectives and regulatory requirements.
Article 3 Service Term
3.1: The service term of this Agreement shall commence from March 1, 2024 and shall be valid for five years, being the initial service term.
Article 4 Termination of Agreement
4.1 Termination for Statutory Reasons / Material Breach:
If any party commits a material breach, becomes insolvent, engages in fraud, or is subject to other circumstances that seriously affect the performance of this Agreement, the non-breaching party shall have the right to issue a written termination notice 30 days in advance and grant the breaching party a reasonable cure period. If the breach is not remedied within the cure period, this Agreement shall terminate on the date specified in the notice.
4.2 Unilateral Termination by Party A:
Party A may unilaterally terminate this Agreement by giving Party B 90 days’ prior written notice.
4.3 Treatment of Shares After Termination:
Service Shares that have vested before the effective date of termination of this Agreement shall remain owned by Party B; unvested Service Shares shall, unless otherwise agreed in writing by the Parties, be recovered and cancelled by Party A without compensation.
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Article 5 Service Consideration and Vesting of Shares
Party A agrees to pay Party B service consideration in the amount of US$6 million. The payment method may be:
(1)
payment in cash; or
(2)
grant to Party B of Company shares corresponding to US$6 million, with the specific number of shares to be calculated based on the total number of shares immediately prior to Party A’s listing, as the sole and complete consideration for all services provided by Party B under this Agreement.
5.1: The Parties confirm that, if the service consideration is converted into shares of the Company, the corresponding per-share price shall be:
(1)
the issuance price of the next round of public listing financing immediately prior to Party A’s listing; or
(2)
such other price as may be mutually agreed by the Parties, provided that such price shall not be lower than the per-share price corresponding to the valuation of the Company’s most recent round of financing.
5.2 Share Issuance:
After the vesting commencement date has matured, Party A shall complete the issuance and registration of the Service Shares within a reasonable period. For shares that have not satisfied the vesting conditions, Party A shall have the right to recover them in accordance with Article 4 of this Agreement.
5.3 Lock-up Arrangement, if Listing is Successful:
Service Shares held by Party B1: no lock-up period shall be imposed upon Party A’s listing.
Service Shares held by Party B2: shall comply with the general lock-up rules of the securities market, unless otherwise agreed in writing by the Parties.
Article 6 Confidentiality Obligations
6.1: The Parties shall undertake confidentiality obligations with respect to trade secrets, non-public information, technical data, financial information, and other information learned during the cooperation. Without the prior written consent of the other party, neither party may disclose such information to any third party. The confidentiality obligations shall remain effective after the termination of this Agreement.
Article 7 Representations and Warranties
7.1 Representations and Warranties of Party A:
(1)
Party A is duly established and validly existing in accordance with law, and has lawful authorization to sign and perform this Agreement.
(2)
The issuance of the Service Shares has fulfilled internal decision-making procedures and complies with the laws of the place of registration and the provisions of the Company’s articles of association.
7.2 Representations and Warranties of Party B:
(1)
Party B1 is duly established and validly existing in accordance with law, and Party B2 has full civil capacity. Each has the right to sign and perform this Agreement.
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(2)
Party B possesses the professional capabilities and resources to provide the services under this Agreement and undertakes that its service conduct shall comply with relevant laws and regulations concerning securities, anti-commercial bribery, insider trading, and other matters.
Article 8 Indemnification Liability
8.1: If a party breaches any representation, warranty, or obligation under this Agreement, or commits gross negligence, wilful misconduct, or any illegal or non-compliant act, resulting in the other party suffering claims, losses, expenses, or liabilities, such party shall assume full indemnification liability to the other party.
8.2: The non-breaching party shall promptly notify the breaching party of any indemnification claim and provide necessary assistance. The breaching party shall have the right to lead the defense and settlement procedures, provided that any material settlement proposal shall be subject to the written consent of the transferee, and such consent shall not be unreasonably withheld.
Article 9 Limitation of Liability
9.1: Except where a party has committed fraud, gross negligence, or wilful misconduct, neither party shall bear liability for indirect losses, consequential losses, or punitive damages.
9.2: The Parties’ aggregate indemnification liability cap, excluding breaches of confidentiality obligations, indemnification liability, fraud, gross negligence, and wilful misconduct, shall be capped at the total fair market value of the Service Shares. The calculation method shall be: total number of shares × the average closing price over the 90 trading days prior to the date on which the liability occurred.
Article 10 Conflict of Interest Management
10.1: Party B shall promptly disclose in writing to Party A any conflict of interest that may affect the independence of the services, including but not limited to holding equity interests in competitors, providing services to competitors, or serving as a director of a competing company.
10.2: The Parties shall properly handle conflicts through information barriers, personnel recusals, adjustments to the scope of services, and other means. Without the prior written consent of Party A’s board of directors, Party B shall not, during the effective term of this Agreement, provide similar services to Party A’s direct competitors.
Article 11 General Provisions
11.1 Entire Agreement
This Agreement constitutes the entire agreement reached by the Parties with respect to this service cooperation and supersedes all prior oral or written agreements. Any amendment or supplement to this Agreement shall be made in writing and shall become effective after being signed and sealed by both Parties.
11.2 Assignment of Rights and Obligations
Without the prior written consent of the other party, neither party may assign its rights and obligations under this Agreement. If Party A needs to make an assignment due to merger, division, asset sale, or other circumstances, it may do so after fulfilling its notification obligation.
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11.3 Governing Law and Dispute Resolution
The formation, validity, performance, interpretation, and dispute resolution of this Agreement shall be governed by the laws of the Hong Kong Special Administrative Region of the People’s Republic of China.
Any dispute arising out of this Agreement shall first be resolved by the Parties through friendly consultation. If consultation fails, either party shall have the right to apply to the Hong Kong International Arbitration Centre for arbitration.
11.4 Counterparts and Effectiveness
This Agreement shall be executed in three originals, with Party A holding one original and each of Party B holding one original, each having equal legal effect. This Agreement shall become effective from the date on which all parties sign and affix their seals.
11.5 Service and Notices
All notices, letters, and other communications between the Parties shall be made in writing or delivered by hand, courier, or email to the addresses/email addresses set forth on the first page of this Agreement. The date of delivery shall be the date of receipt or the third business day after sending.
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