DEPOSIT AGREEMENT by and among UP FINTECH HOLDING LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, ANDDeposit Agreement • June 3rd, 2019 • UP Fintech Holding LTD • Security brokers, dealers & flotation companies • New York
DEPOSIT AGREEMENT, dated as of March 19, 2019, by and among (i) UP Fintech Holding Limited, a company incorporated in the Cayman Islands, with its principal executive office at 18/F, Gandyvic Building, No. 1 Building, No. 16 Taiyanggong Middle Road, Chaoyang District, Beijing, 100020 PRC and its registered office at P.O. Box 2547, 23 Lime Tree Bay Avenue, Grand Cayman, KY1-1104, Cayman Islands (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 22nd, 2019 • Up Fintech Holding LTD • Security brokers, dealers & flotation companies • New York
This Indemnification Agreement (the “Agreement”) is entered into as of _________________, 2018 by and between UP Fintech Holding Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned, a director and/or officer of the Company (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2019 • Up Fintech Holding LTD • Security brokers, dealers & flotation companies • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _______________ , 2018 by and between UP Fintech Holding Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and _____________________, an individual with ____________________ [passport/ID number]_________________________ (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 11th, 2019 • UP Fintech Holding LTD • Security brokers, dealers & flotation companies • New York
WHEREAS, the Company plans to file a registration statement on Form F-1 on or around [·] (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American depositary shares (“ADS”) representing Class A Ordinary Shares (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
13,000,000 American Depositary Shares UP FINTECH HOLDING LIMITED Representing 195,000,000 Class A Ordinary Shares, Par Value US$0.00001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2019 • UP Fintech Holding LTD • Security brokers, dealers & flotation companies • New York
UP Fintech Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 195,000,000 Class A ordinary shares, par value US$0.00001 per share, of the Company (the “Firm Securities”) in the form of 13,000,000 American Depositary Shares (as defined below). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 29,250,000 Class A ordinary shares, par value US$0.00001 per share, of the Company (the “Option Securities”) in the form of 1,950,000 American Depositary Shares.
Equity Pledge ContractEquity Pledge Contract • March 11th, 2019 • UP Fintech Holding LTD • Security brokers, dealers & flotation companies
Party A: Ningxia Xiangshang Yixin Technology Co., Ltd., having its registered address at Room 6-B11, Block B, Oriental International Apartment, Xingqing District, Yinchuan City, Ningxia (“Pledgee”);
Exclusive Option ContractExclusive Option Contract • February 22nd, 2019 • Up Fintech Holding LTD • Security brokers, dealers & flotation companies
Party A: Beijing Xiangshang Yixin Technology Co., Ltd., a limited liability company incorporated according to the laws of China, having its registered address at Room 1501, F/15, Building No. 1, No. 16 Sun Palace Middle Road, Chaoyang District, Beijing;
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • February 22nd, 2019 • Up Fintech Holding LTD • Security brokers, dealers & flotation companies
Party A: Ningxia Xiangshang Yixin Technology Co., Ltd., having its address at Room 6-B11, Tower B, Oriental International Apartment, Xingqing District, Yinchuan City, Ningxia; and
Exclusive Option ContractExclusive Option Contract • February 22nd, 2019 • Up Fintech Holding LTD • Security brokers, dealers & flotation companies
Party A: Ningxia Xiangshang Yixin Technology Co., Ltd., a limited liability company incorporated according to the laws of China, having its registered address at Room 6-B11, Block B, Oriental International Apartment, Xingqing District, Yinchuan City, Ningxia;
Lease Contract of Grandyvic BuildingUp Fintech Holding LTD • February 22nd, 2019 • Security brokers, dealers & flotation companies
Power of AttorneyPower of Attorney • February 22nd, 2019 • Up Fintech Holding LTD • Security brokers, dealers & flotation companies
Party A: Ningxia Xiangshang Yixin Technology Co., Ltd., having its registered address at Room 6-B11, Tower B, Oriental International Apartment, Xingqing District, Yinchuan City, Ningxia; and
Power of AttorneyPower of Attorney • February 22nd, 2019 • Up Fintech Holding LTD • Security brokers, dealers & flotation companies
Party A: Beijing Xiangshang Yixin Technology Co., Ltd., having its registered address at Room 1501, F/15, Building No. 1, No. 16 Sun Palace Middle Road, Chaoyang District, Beijing ; and
Equity Pledge ContractEquity Pledge Contract • February 22nd, 2019 • Up Fintech Holding LTD • Security brokers, dealers & flotation companies
Party A: Beijing Xiangshang Yixin Technology Co., Ltd., having its registered address at Room 1501, F/15, Building No. 1, No. 16 Sun Palace Middle Road, Chaoyang District, Beijing (“Pledgee”);
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • February 22nd, 2019 • Up Fintech Holding LTD • Security brokers, dealers & flotation companies
Party A: Beijing Xiangshang Yixin Technology Co., Ltd., having its address at Room 1501, F/15, Building No. 1, No. 16 Sun Palace Middle Road, Chaoyang District, Beijing; and
Equity Pledge ContractEquity Pledge Contract • April 28th, 2021 • UP Fintech Holding LTD • Security brokers, dealers & flotation companies
Party A: Beijing Bohu Xiangshang Technology Co.,LTD., having its registered address at Room 807, 8th floor, Gandyvic Building, NO.1 building, NO. 16 Tai Yang Gong Middle Road, Chaoyang District, Beijing, China (“Pledgee”);
Exclusive Option ContractExclusive Option Contract • April 26th, 2023 • UP Fintech Holding LTD • Security brokers, dealers & flotation companies
Party B: the shareholders set forth in Exhibit 1 (List of Shareholders of Beijing Xiangshang Rongke Technology Development Co., Ltd.) attached hereto
IRREVOCABLE VOTING PROXYIrrevocable Voting Proxy • April 29th, 2020 • UP Fintech Holding LTD • Security brokers, dealers & flotation companies
Wu Tianhua (巫天华), of [Room 302, Gate 1, Building 26 Zhanchunyuan Community, Haidian District, Beijing, China], PRC Identity Card Number [342623198411250017]; and [ (Name)], of __________________________________________________________________________________________(Address)], PRC Identity Card Number [ ] (the “Entrusting Party”).
Power of AttorneyPower of Attorney • April 26th, 2023 • UP Fintech Holding LTD • Security brokers, dealers & flotation companies
Party B: the shareholders set forth in Exhibit 1 (List of Shareholders of Beijing Xiangshang Rongke Technology Development Co., Ltd.) attached hereto
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2019 • UP Fintech Holding LTD • Security brokers, dealers & flotation companies • Hong Kong
Equity Pledge ContractEquity Pledge Contract • April 26th, 2023 • UP Fintech Holding LTD • Security brokers, dealers & flotation companies
Party B: the shareholders set forth in Exhibit 1 (List of Shareholders of Beijing Xiangshang Rongke Technology Development Co., Ltd.) attached hereto (collectively as “Pledgors”); and
Customer Agreement Form Interactive Brokers Fully Disclosed Gearing AgreementFully Disclosed Clearing Agreement • February 22nd, 2019 • Up Fintech Holding LTD • Security brokers, dealers & flotation companies
Pursuant to Financial Industry Regulatory Authority (“FINRA”) Rule 4311, this Fully Disclosed Clearing Agreement (“Agreement”) is entered into by and between Interactive Brokers LLC, a limited liability company that is duly organized and existing under the laws of the State of Connecticut, with a principal place of business located in Greenwich, Connecticut (“Interactive”) and Top Capital Partners (“Introducing Broker”) (collectively “the Parties”).
11/10/2016 Customer Agreement FormUp Fintech Holding LTD • February 22nd, 2019 • Security brokers, dealers & flotation companies
Pursuant to Financial Industry Regulatory Authority (“FINRA”) Rule 4311, this Consolidated Account Clearing Agreement (“Agreement”) is entered into by and between Interactive Brokers LLC, a limited liability company that is duly organized and existing under the laws of the State of Connecticut, with a principal place of business located in Greenwich, Connecticut (“Interactive”) and Top Capital Partners Limited(“Introducing Broker”).
