DEPOSIT AGREEMENT by and among UP FINTECH HOLDING LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDERDeposit Agreement • March 11th, 2019 • UP Fintech Holding LTD • Security brokers, dealers & flotation companies • New York
DEPOSIT AGREEMENT, dated as of [·], 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).
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”);
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2019 • UP Fintech Holding LTD • Security brokers, dealers & flotation companies • Hong Kong
