UNDERWRITING AGREEMENTUnderwriting Agreement • April 17th, 2023 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation • New York
The undersigned, Golden Heaven Group Holdings Ltd., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Revere Securities LLC and R.F. Lafferty & Co., Inc. (the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”), as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 4th, 2022 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation • New York
This Indemnification Agreement (this “Agreement”) is entered into as of [ ] by and between Golden Heaven Group Holdings Ltd., a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
EMPLOYMENT AGREEMENTEmployment Agreement • September 21st, 2022 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of January 8, 2022, by and between GOLDEN HEAVEN GROUP HOLDINGS LTD., a company incorporated and existing under the laws of Cayman Islands (the “Company”), and Jinguang Gong, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 9th, 2024 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation • New York
This Share Purchase Agreement (this “Agreement”) is dated as of August 2, 2024 (the “Effective Date”), between Golden Heaven Group Holdings Ltd., an exempt company incorporated under the laws of Cayman Islands (the “Company”), and the purchasers identified on the signature pages hereto (a “Purchaser” or collectively the “Purchasers”).
Construction ContractConstruction Contract • October 6th, 2023 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation
In accordance with the Contract Law of the People’s Republic of China and other relevant laws and administrative regulations, and in adherence to the principles of equality, voluntariness, fairness, and good faith, both parties hereby enter into this contract based on consultation and agreement on fundamental matters related to the construction project.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 19th, 2024 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation • New York
SHARE PURCHASE AGREEMENT, dated as of April 12, 2024 (this “Agreement”), by and between JINZHENG INVESTMENT CO PTE. LTD., a Singapore company, the “Seller,” and YITONG ASIA INVESTMENT PTE. LTD., a company incorporated in Singapore, the “Purchaser,” together with the Seller, each a “Party” and collectively, the “Parties.” Capitalized terms not otherwise defined shall have the meaning ascribed in Section 6.1 hereof.
ContractWarrant Agreement • July 3rd, 2024 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “SECURITIES ACT”).
ContractWarrant Agreement • August 9th, 2024 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “SECURITIES ACT”).
Strategic Investment Consulting AgreementStrategic Investment Consulting Agreement • June 14th, 2024 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation • Hong Kong
Party A is a NASDAQ listed company and an amusement park operator. Party A is seeking business growth, and, in furtherance thereof, is seeking qualified strategic investors to participate in Party A’s private placement. Party B is an investment and strategic consulting company located in Hong Kong, and Party A intends to engage Party B as an investment consultant. Through friendly negotiation, Party A entrusts Party B to introduce qualified strategic investors to Party A. Both parties enter into the following agreement (the “Agreement”).
PERSONAL GUARANTEEPersonal Guarantee • April 19th, 2024 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation • New York
This PERSONAL GUARANTEE (the “Guarantee”) is entered into on April 12, 2024, by GONG Cuizhang (the “Guarantor”), to and for the benefit of JINZHENG INVESTMENT CO PTE. LTD., a Singapore company (the “Seller”), and YITONG ASIA INVESTMENT PTE. LTD., a company incorporated in Singapore, the (“Purchaser”). Capitalized terms used but not defined herein, shall have the meaning given such terms in the Agreement (defined below).
Site Lease Agreement Party A (Lessor): Tongling Jinsheng Amusement Investment Co., LTD Party B (Lessee): Fuzhou Yibang Amusement Park Co., LTDSite Lease Agreement • November 13th, 2024 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation
Considering that Party A owns an amusement park located in No. 1958 Xihu Avenue, Tongguan District, Tongling City, Anhui Province (hereinafter referred to as the “Amusement Park”), both parties, on the basis of equality, voluntariness, fairness, and good faith, have fully negotiated and agreed to lease it to Party B for the operation of amusement projects. In accordance with the Contract Law of the People’s Republic of China and relevant laws and regulations, both parties have reached the following agreement:
Business Development & Marketing Consulting AgreementBusiness Development & Marketing Consulting Agreement • June 14th, 2024 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation • Hong Kong
Party A is a publicly listed company on the NASDAQ Capital Market (NASDAQ symbol GDHG). Party A decides to engage Party B as a consultant to provide consulting services for Party A’s business development, sales strategies, promotion and marketing planning etc. in the Southeast Asian market, and Party B agrees to act as consultant of Party A. Party A and Party B enter into the following agreement (the “Agreement”).
Site Lease Agreement Party A (Lessor): Yueyang Jinsheng Amusement Development Co., Ltd Party B (Lessee): Fuzhou Yibang Amusement Park Co., LTDSite Lease Agreement • November 13th, 2024 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation
Considering that Party A owns an amusement park located in Three kilometers away from Tourist Road, Liulinzhou Town, Junshan District, Yueyang City, Hunan Province (hereinafter referred to as the “Amusement Park”), both parties, on the basis of equality, voluntariness, fairness, and good faith, have fully negotiated and agreed to lease it to Party B for the operation of amusement projects. In accordance with the Contract Law of the People’s Republic of China and relevant laws and regulations, both parties have reached the following agreement:
Land Lease AgreementLand Lease Agreement • October 6th, 2023 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation
In accordance with the Contract Law of the People’s Republic of China and relevant laws and regulations, Party A and Party B, on the basis of equality, voluntariness, and mutual agreement, have reached the following agreement regarding Party A’s lease of land from Party B for the purpose of an amusement project:
Strategic Acquisitions Consulting AgreementStrategic Acquisitions Consulting Agreement • June 14th, 2024 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation • Hong Kong
Party A is a NASDAQ listed company and an amusement park operator. Party A is seeking business growth, and, in furtherance thereof, is seeking, through strategic asset acquisitions, opportunities for growth. Party B is a strategic business management consulting company located in the Republic of Seychelles. Party A intends to engage Party B as a consultant for potential asset acquisition opportunities. Through friendly negotiation, Party A and Party B enter into the following agreement (the “Agreement”).
Land Lease AgreementLand Lease Agreement • October 6th, 2023 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation
In accordance with the Contract Law of the People’s Republic of China and relevant laws and regulations, Party A and Party B, on the basis of equality, voluntariness, and mutual agreement, have reached the following agreement regarding Party A’s lease of land from Party B for the purpose of an amusement project:
Land Lease AgreementLand Lease Agreement • October 6th, 2023 • Golden Heaven Group Holdings Ltd. • Services-miscellaneous amusement & recreation
In accordance with the Contract Law of the People’s Republic of China and relevant laws and regulations, Party A and Party B, on the basis of equality, voluntariness, and mutual agreement, have reached the following agreement regarding Party A’s lease of land from Party B for the purpose of an amusement project:
