HW Electro Co., Ltd. [●] American Depositary Shares Representing [●] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2023 • HW Electro Co., Ltd. • Motor vehicles & passenger car bodies • New York
HW Electro Co., Ltd., a joint-stock corporation (kabushiki kaisha) with limited liability organized under the laws of Japan (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [●] American Depositary Shares (“ADSs”), each ADS representing one ordinary share of the Company (the “Ordinary Shares”) (collectively, the “Firm Securities”). In addition, the Company proposes to issue and sell, at the option of the Underwriters (the “Option”), up to an additional [●] ADSs (the “Option Securities”). The Firm Securities and the Option Securities are herein referred to as the “Offered Securities.” The ADSs are to be issued pursuant to a Deposit Agreement dated as of [●], 2023 (the “Deposit Agreement”, and together with this underwriting agreement (this “Agreement”), the “Transaction Documents”) among the Company, Citibank, N.A., as Depositary (the
