UNDERWRITING AGREEMENT between TOP WEALTH GROUP HOLDING LIMITED, and PACIFIC CENTURY SECURITIES, LLC, as Representative of the Several Underwriters TOP WEALTH GROUP HOLDING LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • January 5th, 2024 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
The undersigned, TOP WEALTH GROUP HOLDING LIMITED, a corporation formed under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with PACIFIC CENTURY SECURITIES LLC, a FINRA Member firm (hereinafter referred to as the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • Hong Kong
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of October 27, 2023 by and between Top Wealth Group Holding Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Hung, CHEUNG, 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 subsidiaries (collectively, the “Group”).
DIRECTOR AGREEMENTDirector Agreement • September 11th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
THIS DIRECTOR AGREEMENT (this “Agreement”), dated as of May 16, 2023, is by and between Top Wealth Group Holding Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Kim Kwan Kings Wong, an individual (the “Director”).
THIS AGREEMENT is made the 16th day of May, 2023 BETWEEN:Agreement • September 11th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • Hong Kong
Sales ContractTop Wealth Group Holding LTD • May 17th, 2023 • Miscellaneous food preparations & kindred products
After negotiation, both parties confirm the following contents and reach the following terms regarding the sale of caviar, and hereby sign this contract:
Sales ContractTop Wealth Group Holding LTD • September 11th, 2023 • Miscellaneous food preparations & kindred products
After negotiation, both parties confirm the following contents and reach the following terms regarding the sale of caviar, and hereby sign this contract:
Sales ContractTop Wealth Group Holding LTD • September 11th, 2023 • Miscellaneous food preparations & kindred products
After negotiation, both parties confirm the following contents and reach the following terms regarding the sale of caviar, and hereby sign this contract:
UNDERWRITING AGREEMENT between TOP WEALTH GROUP HOLDING LIMITED, and REVERE SECURITIES, LLC, as Representative of the Several Underwriters TOP WEALTH GROUP HOLDING LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2024 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
The undersigned, TOP WEALTH GROUP HOLDING LIMITED, a corporation formed under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with REVERE SECURITIES, LLC, a FINRA Member firm (hereinafter referred to as the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Corporate Development Consultant Appointment AgreementDevelopment Consultant Appointment Agreement • September 11th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • Hong Kong
This Corporate Development Director Appointment Agreement (hereinafter referred to as “The Agreement”) shall become effective on August 1, 2022.
Sales ContractTop Wealth Group Holding LTD • May 17th, 2023 • Miscellaneous food preparations & kindred products
After negotiation, both parties confirm the following contents and reach the following terms regarding the sale of caviar, and hereby sign this contract:
Food Processing Factory Leasing and Service Project AgreementTop Wealth Group Holding LTD • September 11th, 2023 • Miscellaneous food preparations & kindred products
Based on the principles of equality, willingness, fairness, and honesty, Party A and Party B, after amicable negotiation, have reached the following agreement with respect to the matters of Party A renting a food factory from Party B and the relevant matters related to the processing and packaging food (caviar) and other related service items:
Food Processing Factory Leasing and Service Project AgreementTop Wealth Group Holding LTD • September 11th, 2023 • Miscellaneous food preparations & kindred products
Based on the principles of equality, willingness, fairness, and honesty, Party A and Party B, after amicable negotiation, have reached the following agreement with respect to the matters of Party A renting a food factory from Party B and the relevant matters related to the processing and packaging food (caviar) and other related service items:
Sales ContractTop Wealth Group Holding LTD • September 11th, 2023 • Miscellaneous food preparations & kindred products
After negotiation, both parties confirm the following contents and reach the following terms regarding the sale of caviar, and hereby sign this contract:
Top Wealth Group Holding Limited Units 714 & 715, 7F, Hong Kong PlazaTop Wealth Group Holding LTD • October 15th, 2024 • Miscellaneous food preparations & kindred products • New York
Caviar Sales AgreementCaviar Sales Agreement • September 11th, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products
According to the provisions of the “Contract Law of the People’s Republic of China,” the “Food Safety Law of the People’s Republic of China,” and relevant laws and regulations, and considering that Party B possesses the qualification (recorded registration number: 04494516) for the overseas export trade of specialty products produced by Party A, namely caviar, Party B serves as Party A’s exclusive long-term partner for overseas trade. Party B will be assisting Party A in activities such as overseas investment promotion and market development for an extended period. After thorough negotiations between Party A and Party B, they are reaching this long-term cooperation agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2024 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October __, 2024, between Top Wealth Group Holding Limited, a Cayman Islands exempt company with limited liability (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Top Wealth Group Holding Limited Units 714 & 715, 7F, Hong Kong PlazaTop Wealth Group Holding LTD • September 24th, 2024 • Miscellaneous food preparations & kindred products • New York
Lease of Food Factory Project AgreementTop Wealth Group Holding LTD • July 18th, 2023 • Miscellaneous food preparations & kindred products
Based on the principles of equality, willingness, fairness, and honesty, Party A and Party B, after amicable negotiation, have reached the following agreement with respect to the matters of Party A renting a food factory from Party B and the relevant matters related to the processing and packaging food (caviar) and other related service items:
Sales contract for CaviarTop Wealth Group Holding LTD • July 18th, 2023 • Miscellaneous food preparations & kindred products
According to the provisions of the “Contract Law of the People’s Republic of China,” the “Food Safety Law of the People’s Republic of China,” and relevant laws and regulations, and considering that Party B possesses the qualification (recorded registration number: 04494516) for the overseas export trade of specialty products produced by Party A, namely caviar, Party B serves as Party A’s exclusive long-term partner for overseas trade. Party B will be assisting Party A in activities such as overseas investment promotion and market development for an extended period. After thorough negotiations between Party A and Party B, they are reaching this long-term cooperation agreement.
Sales Agreement for CaviarSales Agreement • November 21st, 2023 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products
According to the provisions of the “Contract Law of the People’s Republic of China,” the “Food Safety Law of the People’s Republic of China,” and relevant laws and regulations, and considering that Party B possesses the qualification (recorded registration number: 04494516) for the overseas export trade of specialty products produced by Party A, namely caviar, Party B serves as Party A’s exclusive long-term partner for overseas trade. Party B will be assisting Party A in activities such as overseas investment promotion and market development for an extended period. After thorough negotiations between Party A and Party B, they are reaching this long-term cooperation agreement.
Form of Distributorship AgreementTop Wealth Group Holding LTD • August 14th, 2023 • Miscellaneous food preparations & kindred products
Upon negotiation, Party A and Party B have confirmed the following contents and agreed the following clauses and entered into this contract:
Lease of Food Factory Project AgreementTop Wealth Group Holding LTD • September 24th, 2024 • Miscellaneous food preparations & kindred products
Based on the principles of equality, willingness, fairness, and honesty, Party A and Party B, after amicable negotiation, have reached the following agreement with respect to the matters of Party A renting a food factory from Party B and the relevant matters related to the processing and packaging food (caviar) and other related service items:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 24th, 2024 • Top Wealth Group Holding LTD • Miscellaneous food preparations & kindred products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of __, 2024, between Top Wealth Group Holding Limited, a Cayman Islands exempt company with limited liability (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
