HW Electro Co., Ltd. [●] American Depositary Shares Representing [●] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2024 • 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 [●], 2024 (the “Deposit Agreement”, and together with this underwriting agreement (this “Agreement”), the “Transaction Documents”) among the Company, Citibank, N.A., as Depositary (the
The Exclusive Basic Transaction AgreementExclusive Basic Transaction Agreement • April 29th, 2024 • HW Electro Co., Ltd. • Motor vehicles & passenger car bodies
Cenntro Automotive Corporation (304 Jackson Mills Rd. Freehold, NJ 08830, USA : hereinafter referred to as “Party A”) and HW ELECTRO Co., Ltd., (the SOHO Bldg, Room 639, 2-7-4 Aomi, Koto-ku, Tokyo, 6135-0064: hereinafter referred to as “B”), continuing to maintain their good relationship which lasted since October 2018, enter into the following exclusive agreement regarding the import trade and the manufacture and sale of the products under the name “METRO” (or named “ELEMO” in Japan) manufactured by Party A.
