LKCO Luokung Technology Corporation

As filed with the U.S. Securities and Exchange Commission on January 22, 2025.

Registration Statement No. 333-         

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form F-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

LUOKUNG TECHNOLOGY CORP.

(Exact name of registrant as specified in its charter)

 

British Virgin Islands		7371		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification Number)

 

Room 805, West Tower, Century Fortune Center

Guanghua Road, Chaoyang District, Beijing

People’s Republic of China 100020

+(86)10-6506-5217

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19711

Tel: 302-738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copy to:

 

Elizabeth F. Chen, Esq. Pryor Cashman LLP 7 Times Square New York, New York 10036 (212)326-0199

 

Approximate date of commencement of proposed sale to public: As soon as practicable after this registration statement becomes effective.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act: Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards^† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

 

 

  

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED JANUARY 23, 2025

 

Up to 3,850,792 Ordinary Shares

 

LUOKUNG TECHNOLOGY CORP.

 

This prospectus relates to resale from time to time by certain selling shareholders, of up to 3,850,792 ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”) of Luokung Technology Corp. (the “Company”, or “Luokung”), including (i) up to 2,288,292 Ordinary Shares issued by us to certain creditors (“Debt Investors”) pursuant to certain debt-to-equity conversion agreement (the “Conversion Agreement”) entered into by and among the Company and certain creditors on July 8, 2024 and (ii) up to 1,562,500 Ordinary Shares issued by us to certain investors (“New Investors”, with Debt Investors, each, a “Selling Shareholder”, collectively, “Selling Shareholders”) pursuant to certain Ordinary Share Subscription Agreement (the “Subscription Agreement”) entered into by and among the Company and the New Investors thereto on July 10, 2024.

  

We are registering the resale of these securities by the Selling Shareholders named in this prospectus, or their transferees, pledgees, donees or assignees or other successors-in-interest that receive any of the shares as a gift, distribution, or other non-sale related transfer. The Selling Shareholders may offer all or part of the securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The resale of these securities are being registered to permit the Selling Shareholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Shareholders may sell these securities through ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the section titled “Plan of Distribution”. We will pay certain expenses associated with the registration of the resale of these securities covered by this prospectus, as described in the section titled “Plan of Distribution”.

 

All of the Ordinary Shares offered by the Selling Shareholders pursuant to this prospectus will be sold by the Selling Shareholders for their respective accounts. We will not receive any of the proceeds from the sale of Ordinary Shares by the Selling Shareholders or the issuance of Ordinary Shares by us pursuant to this prospectus.

 

The shares being registered for resale by this registration statement will be considerable relative to the Company’s public float. As a result, sales of shares on this registration statement could have significant negative impact on the public trading price of the Ordinary Share of the Company.

 

Our Ordinary Shares are currently traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “LKCO.” The closing price of our Ordinary Shares on the Nasdaq on January 22, 2025 was $1.74 per ordinary share.

 

We are a British Virgin Islands holding company with operations primarily conducted by our subsidiaries and the variable interest entities (the “VIEs”) established in the People’s Republic of China (“PRC” or “China”). Therefore, the investors are buying shares of a British Virgin Islands holding company and you will not hold any interests of our Chinese operating companies or the VIEs.

 

 

This structure as referenced above involves unique risks to investors. The VIE structure enables investors to share economic interests in China-based companies in sectors where foreign direct investment is prohibited or restricted under laws and regulations in the Chinese mainland, and investors in our ordinary shares may never hold equity interests in the Chinese operating company. In addition, the legality and enforceability of the contractual agreements between our PRC subsidiaries, the VIEs, and their nominee shareholders, as a whole, have not been tested in court. Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we have listed, which could cause the value of such securities to significantly decline or become worthless. See “Risk Factors – If the PRC government deems that our agreements with the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries or other laws or regulations of the PRC, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations, which may materially reduce the value of our ordinary shares.” for a more detailed discussion of risks we face as a result of our VIE structure.

 

The contractual arrangements with the consolidated VIEs may not be as effective as ownership in ensuring receiving economic benefits from the business operations in the PRC and we may incur substantial costs to enforce the terms of the arrangements. See “Risk Factors - Risks Related to Our Corporate Structure – If the PRC government deems that our agreements with the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries or other laws or regulations of the PRC, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations, which may materially reduce the value of our ordinary shares.”

 

Our corporate structure is subject to risks associated with our contractual arrangements with the VIEs. Investors may never directly hold equity interests in the VIEs. If the PRC government finds that the agreements that establish the structure for operating our business do not comply with the PRC laws and regulations, or if these regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, our PRC subsidiaries, the VIEs, and our investors face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the VIEs and our company as a whole.

 

As an offshore holding company, we will be permitted under PRC laws and regulations to provide funding from the proceeds of our offshore fund-raising activities to our subsidiaries in China only through loans or capital contributions, subject to the satisfaction of the applicable government registration and approval requirements. Before providing loans to our PRC subsidiaries, we will be required to make filings about details of the loans with the State Administration of Foreign Exchange of the PRC (the “SAFE”) in accordance with relevant PRC laws and regulations. Our PRC subsidiaries that receive the loans are only allowed to use the loans for the purposes set forth in these laws and regulations. Under regulations of the SAFE, Renminbi is not convertible into foreign currencies for capital account items, such as loans, repatriation of investments and investments outside of China, unless the prior approval of the SAFE is obtained and prior registration with the SAFE is made.

 

For the fiscal year ended December 31, 2023, Luokung transferred $28,000 to MMB Limited, which is our wholly owned subsidiary. MMB Limited transferred $1,000 to Luokung. For the six months ended June 30, 2024, Luokung transferred $nil to our subsidiaries, and our subsidiaries transferred $nil to Luokung. Since July 1, 2024 and until the date of this prospectus, no such transactions occured.  Other than the transfers mentioned above, as of the date of this prospectus, Luokung has not made any other transfers, dividends or distributions between the holding company, any of its subsidiaries or to investors. We do not have any current intentions to distribute further earnings. If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our subsidiaries by way of dividend payments. See “Risk Factors — Our holding company structure may limit the payment of dividends” in the Company’s annual report on 20-F incorporated herein by reference for more information. The company currently does not have any cash management policies that dictate how funds are transferred.

 

 

VIE Arrangements with VIEs and Their Respective Shareholders

  

(i)	Contracts that give the Company effective control of the VIEs

 

Exclusive Option Agreement

 

Each VIE equity holder has granted the Wholly Foreign-Owned Enterprises (“WFOEs”) exclusive call options to purchase the nominal equity interest in the VIEs at an exercise price equal to (i) with regard to Zhong Chuan Shi Xun, the minimum price as permitted by applicable PRC laws, or (ii) with regard to Beijing BotBrain, RMB10 in aggregate, or if appraisal is required as requested by relevant PRC laws, the price as determined by the relevant parties, or (iii) with regard to eMapgo Technologies (Beijing) Co., Ltd (“EMG”), RMB 1 in aggregate or other price as determined by the relevant parties, provided that if required by relevant PRC laws, the minimum price as permitted by PRC laws shall apply. The WFOEs may designate another entity or individual to purchase the nominal equity interests, if applicable, under the call options. Each call option is exercisable subject to the condition that applicable PRC laws, rules and regulations do not prohibit completion of the transfer of the nominal equity interests pursuant to the call option. The VIEs shall not declare any dividend or other distribution to its equity holders without the approval of the WFOEs. With regard to Zhong Chuan Shi Xun and Beijing BotBrain, the exclusive call option agreements remain in effect for ten (10) years and may be renewed at the election of the WFOEs. With regard to EMG, the exclusive call option agreement shall remain in effect until all nominal equity interest under the call option has been transferred to the WFOE or its designated entity or individual.

  

Equity Pledge Agreements

 

As for Zhong Chuan Shi Xun and Beijing BotBrain, pursuant to the relevant equity pledge agreements, the relevant VIE equity holders have pledged all of their interests in the equity of the VIEs as a continuing security interest in favor of the corresponding WFOEs to secure the performance of obligations by the VIEs and/or the equity holders under the exclusive business cooperation agreements. Each WFOE is entitled to exercise its right to dispose of the VIE equity holders’ pledged interests in the equity of the VIE in accordance with applicable PRC laws in the event of any breach or default, and VIE equity holders shall cease to be entitled to any rights or interests associated with their nominal equity interests in the VIEs. These equity pledge agreements remain in force until and unless the obligations of the VIE equity holders to the WFOEs under the exclusive business cooperation agreements have been fulfilled.

 

As for EMG, pursuant to the relevant equity pledge agreement, the relevant VIE equity holder has pledged all of its nominal equity interest in the VIE as a continuing first priority security interest in favor of the corresponding WFOE to secure the performance of obligations by the VIE as set forth in the relevant exclusive option agreement, proxy agreement, the equity pledge agreement and the VIE’s obligation to repay the secured indebtedness. The VIE equity holder shall not be entitled to receive any dividend associated with its nominal equity interest without the approval of the WFOE, and the dividend received by the VIE equity holder shall be deposited in the account designated by the WFOE and subject to the supervision of the WFOE. In the event of any breach or default, the WFOE shall be entitled to all rights to relief, including but not limited to disposing the nominal equity interest held by the VIE equity holder. The equity pledge agreement shall remain in force until and unless the obligations of the VIE equity holder to the WFOE under the exclusive option agreement, proxy agreement, the equity pledge agreement have been fulfilled or all the secured indebtedness has been paid off.

 

Power of Attorney

 

As for Zhong Chuan Shi Xun and Beijing BotBrain, pursuant to the relevant power of attorney, each of the relevant VIE equity holders irrevocably appoints the corresponding WFOE as its attorney-in-fact to exercise on its behalf any and all rights that such equity holder has in respect of its nominal equity interests in the relevant VIE conferred by relevant laws and regulations and the articles of associate of such VIE. The power of attorney shall remain effective as long as such VIE equity holder remains as a shareholder of Zhong Chuan Shi Xun or Beijing BotBrain.

 

As for EMG, pursuant to the relevant power of attorney, the relevant VIE equity holder irrevocably appoints certain the person designated by the corresponding WFOE as its attorney-in-fact to exercise on its behalf any and all rights that such equity holder has in respect of its nominal equity interest in the relevant VIE conferred by relevant laws and regulations and the articles of associate of such VIE. The power of attorney of EMG shall remain effective until March 11, 2044, and will be renewed automatically for another ten (10) years unless the parties to the power of attorney agree otherwise.

 

 

(ii)	Contracts that enable the Company to receive the certain benefits from the VIEs

 

Exclusive business cooperation agreements 

 

As for Zhong Chuan Shi Xun and Beijing BotBrain and EMG, each relevant VIE has entered into an exclusive business services agreement with the corresponding WFOE, pursuant to which the relevant WFOE provides exclusive business services to the VIE. In exchange, (i) Zhong Chuan Shi Xun pays a service fee to the corresponding WFOE which shall be no less than 80% of Zhong Chuan Shi Xun’s after-tax profits; (ii) Beijing BotBrain pays a service fee to the corresponding WFOE which shall be reasonably determined by such WFOE based on certain factors; (iii) EMG pays a service fee to the corresponding WFOE which shall be 20% of EMG’s annual income. Luokung exercises control over the VIEs through a Call Option Agreement, an Equity Pledge Agreement, an Exclusive Business Cooperation Agreement and a Proxy Agreement. The amount of service fees to be paid by EMG and BotBrain shall be determined solely by the WFOE or as mutually agreed by the WFOE and the VIEs. Based on the control Luokung exercises through these agreements and based on its ability to determine the fees paid by EMG and BotBrain, Luokung is considered the primary beneficiary of the VIEs.

 

Termination agreements

 

On January 5, 2023, Zhong Chuan Shi Xun and certain shareholder of Beijing Wave Function Culture Development Co., Ltd. (“Wave Function”) entered into certain termination of persons acting in concert agreement (“Wave Function Termination Agreement”). Pursuant to the Wave Function Termination Agreement, both parties agreed not to act in concert of the business strategic operation and management, and enjoyed the respective rights and obligation as shareholders.

 

Limitation of VIE Structure Derived from the PRC Legal Systems

 

There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of our British Virgin Islands holding company with respect to its contractual arrangements with the VIEs and their respective shareholders. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. If we or any of the VIEs is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. See “Risk Factors - Risks Related to Doing Business in China – PRC laws and regulations govern our businesses. If we are found to be in violation of such PRC laws and regulations, we could be subject to sanctions. In addition, changes in and uncertainties with respect to such PRC laws and regulations may materially and adversely affect our business.”

 

On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law of the PRC, (the “Foreign Investment Law”), which came into effect on January 1, 2020. The Foreign Investment Law replaced the Law on Sino-Foreign Equity Joint Ventures, the Law on Sino-Foreign Contractual Joint Ventures and the Law on Wholly Foreign-Owned Enterprises as the legal foundation for foreign investments in China. The Foreign Investment Law stipulates certain forms of foreign investment, which do not include the contractual arrangements as a form of foreign investment but stated that foreign investment includes “foreign investors invest through any other methods under laws, administrative regulations or provisions prescribed by the State Council”. There are uncertainties in determining whether our contractual arrangements constitute foreign investments and there is no guarantee that the VIE contractual arrangements and the business of the VIEs and their subsidiaries will not be materially and adversely affected in the future.

 

Rules and regulations in China can change quickly with little advance notice and the PRC government may intervene or influence a registrant’s operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers. It is uncertain whether any new PRC laws, rules or regulations affecting the VIE structure will be adopted or if adopted, what they would provide. See “Risk Factors - Risks Related to Doing Business in China - PRC laws and regulations govern our businesses. If we are found to be in violation of such PRC laws and regulations, we could be subject to sanctions. In addition, changes in and uncertainties with respect to such PRC laws and regulations may materially and adversely affect our business.” There can be no assurance that the VIE Arrangements will be deemed by the relevant governmental or judicial authorities to be in compliance with the existing or future applicable PRC laws and regulations, or the relevant governmental or judicial authorities may in the future interpret the existing laws or regulations with the result that the contractual arrangements will be deemed to be in compliance of the PRC laws and regulations.

 

 

Our subsidiaries and the VIEs face various legal and operational risks and uncertainties associated with being based in or having our operations primarily in China and under the complex and evolving PRC laws and regulations. For instance, PRC government has significant authority in regulations and we face risks and uncertainties associated with regulatory approvals on offerings conducted overseas by and foreign investment in China-based issuers, the use of the VIEs, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy. In recent years, PRC government has been exerting more oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers. Although we believe our operating structure is legal and permissible under the Chinese law and regulations currently in effect, Chinese regulatory authorities could take a different position on the interpretation and enforcement of laws and regulations and disallow our holding company structure. These legal and operational risks and uncertainties associated with being based in China may materially and adversely change our operations, affect the value of our ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors could cause the value of our securities to significantly decline or be worthless. For a detailed description of risks related to doing business in China, see “Item 3. Key Information - D. Risk Factors - Risks Related to Doing Business in China.”

 

As of the date of this prospectus, neither we nor the VIEs have been involved in any investigations initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice or sanction for the business operation, accepting foreign investment or listing on the Nasdaq Stock Market. However, since these statements and regulatory actions by China’s government are newly published, official guidance and related implementation rules have not been issued. It is highly uncertain what future impact such modified or new laws and regulations will have on our daily business operations, the ability to accept foreign investments and our continued listing on the Nasdaq Stock Market. See “Risk Factors - Risks Related to Doing Business in China - PRC laws and regulations govern our businesses. If we are found to be in violation of such PRC laws and regulations, we could be subject to sanctions. In addition, changes in and uncertainties with respect to such PRC laws and regulations may materially and adversely affect our business.” These risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ordinary shares.

 

Permissions Required from the PRC Authorities for Our Operations

 

We conduct our business primarily through our subsidiaries, and the VIEs, in China. Our operations in China are governed by PRC laws and regulations. As of the date of this prospectus, neither we nor the VIEs have been involved in any investigations initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice or sanction for our operations or our issuance of securities to investors. Nevertheless, the Standing Committee of the National people’s Congress (the “SCNPC”) or PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires us, our subsidiaries, the VIEs or their subsidiaries to obtain permissions from PRC regulatory authorities to approve the VIE operations.

 

 

According to Article 7 of the Measures of Cybersecurity Review (“the New CAC Measures”) which was promulgated by the Cyber Administration of China, together with 12 other departments on December 28, 2021 and entered into force and effect on February 15, 2022, a network platform operator that holds personal information of more than one million users shall report to Cybersecurity Review Office for cybersecurity review when it seeks to list its securities overseas. During such reviews, the network platform operator may be required to take measures to prevent and mitigate risk, and such measures could cause disruptions to our operations. Cybersecurity review could also result in negative publicity with respect to the network platform operator and diversion of its managerial and financial resources, which could materially and adversely affect its business, financial conditions, and results of operations. The New CAC Measures do not apply to the Company or any of its subsidiaries or the VIEs as of the date of this annual report. The Company and any of its subsidiaries or the VIEs are not critical information infrastructure operators purchasing network products and services or online platform operators carrying out data processing activities that affect or may affect national security. We hold less than 1 million users’ personal information. We believe we are not subject to the cybersecurity review under the New CAC Measures. As of the date of this report, we have not been involved in any investigations on cybersecurity review initiated by the CAC, and we have not received any warning, sanction or penalty in such respect. We believe that we are compliant with the regulations or policies that have been issued by the CAC as of the date of this prospectus. As of the date of this prospectus, for entities that have been listed overseas before the implementation of the New CAC Measures and intend to issue additional shares rather than doing a public listing, the New CAC Measures do not clearly stipulate that such entities or their subsidiaries, as network platform operators, shall report to Cybersecurity Review Office for cybersecurity review. The New CAC Measures remain unclear on whether such requirements will be applicable to companies which are already listed in the United States, such as us. It also remains uncertain whether any future regulatory changes would impose additional restrictions on companies like us. The aforementioned policies and any related implementation rules to be enacted may subject us to additional compliance requirements in the future. As these opinions were recently issued, official guidance and interpretation of the opinions remain unclear in several respects at this time. Therefore, we cannot assure you that we will remain fully compliant with all new regulatory requirements of these opinions or any future implementation rules on a timely basis, or at all. Please see “Risk Factor - Recent greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering” for more detailed discussion.

 

On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the Security and Exchange Commission (the “SEC”) issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies before their registration statements will be declared effective. On August 1, 2021, the China Securities Regulatory Commission (the “CSRC”) stated in a statement that it had taken note of the new disclosure requirements announced by the SEC regarding the listings of Chinese companies and the recent regulatory development in China, and that both countries should strengthen communications on regulating China-related issuers. To the best of our knowledge, as of the date of this annual report, current Chinese laws and regulations do not forbid us from issuing securities overseas. On December 24, 2021, the CSRC published the Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Draft Administrative Provisions”) and the Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (the “Draft Filing Measures”). The Draft Administrative Provisions and the Draft Filing Measures lay out requirements for filing and include unified regulation management, strengthening regulatory coordination, and cross-border regulatory cooperation. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), which took effect on March 31, 2023. On the same date, the CSRC circulated Supporting Guidance Rules No. 1 through No. 5, Notes on the Trial Measures, Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and relevant CSRC Answers to Reporter Questions, or collectively, the Guidance Rules and Notice, on CSRC’s official website. The Trial Measures, together with the Guidance Rules and Notice reiterate the basic principles of the Draft Administrative Provisions and Draft Filing Measures, and clarified and emphasized several aspects, which include but are not limited to: (1) criteria to determine whether an issuer will be required to go through the filing procedures under the Trial Measures; (2) exemptions from immediate filing requirements for issuers including those that have already been listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Measures, but these issuers shall still be subject to filing procedures if they conduct refinancing or are involved in other circumstances that require filing with the CSRC; (3) a negative list of types of issuers banned from listing or offering overseas, such as issuers whose affiliates have been recently convicted of bribery and corruption; (4) issuers’ compliance with web security, data security, and other national security laws and regulations; (5) issuers’ filing and reporting obligations, such as obligation to file with the CSRC after it submits an application for initial public offering to overseas regulators, and obligation after offering or listing overseas to file with the CSRC after it completes subsequent offerings and to report to the CSRC material events including change of control or voluntary or forced delisting of the issuer; and (6) the CSRC’s authority to fine both issuers and their relevant shareholders for failure to comply with the Trial Measures, including failure to comply with filing obligations or committing fraud and misrepresentation. Specifically, we are not subject to the filing requirements as regulated by the Trial Measures, however, pursuant to the Trial Measures, our future securities offerings in Nasdaq Capital Market where we currently list shall also be filed with the CSRC within 3 working days after the offering is completed. As the Trial Measures are newly issued, there remain uncertainties regarding its interpretation and implementation. Therefore, we cannot assure you that we will be able to complete the filings for our future offering and fully comply with the relevant new rules on a timely basis, if at all. In addition, we cannot guarantee that we will not be subject to tightened regulatory review and we could be exposed to government interference in China.

 

 

In addition, as of the date of this prospectus, except for business license, foreign investment information report to the commerce administrative authority and foreign exchange registration or filing, our consolidated subsidiaries and the VIEs are not required to obtain any other licenses and permits from the PRC government authorities, and our holding company, our Chinese subsidiaries and the VIEs have obtained all the licenses and permits that are requisite for the business operations in China. However, given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by government authorities, we may be required to obtain certain licenses, permits, filings, permissions or approvals for the functions and services that we provided in the future, or to offer securities, in China.

 

If we, our subsidiaries, or the VIEs (i) do not receive or maintain such permissions or approvals, should the approval be required in the future by the PRC government, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, our operations and financial conditions could be materially adversely affected, our ability to offer securities to investors could be significantly limited or completely hindered and our securities may substantially decline in value or be worthless. As of the date of this annual report, based on Company’s management’s understanding of the current PRC laws and regulations, we will not be required to submit an application to the CSRC for the approval under the M&A Rules for our offshore offerings because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether our offshore offerings are subject to this regulation; and (ii) no provision in the M&A Rules classifies the contractual arrangements under the VIE agreements as a type of acquisition transaction falling under the M&A Rules. However, there remains some uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering, and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations, as well as the trading price of our securities. The CSRC, the Cyberspace Administration of China or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt any securities offering we may undertake in the future. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC, the Cyberspace Administration of China or other regulatory PRC agencies later promulgate new rules requiring that we obtain more approvals in the future, we may be unable to obtain such approvals or a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities. These legal and operational risks and uncertainties associated with being based in China may materially and adversely change our operations, affect the value of our ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors could cause the value of our securities to significantly decline or be worthless.

 

In addition, the Chinese government has recently strengthened its anti-monopoly regulation and enforcement. In 2011, the State Council promulgated the Notice on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or Circular 6, and MOFCOM issued related implementation regulations, officially establishing a security review system for mergers and acquisitions of domestic enterprises by foreign investors. In July 2021, the Cyberspace Administration of China (“CAC”) opened cybersecurity probes into several U.S.-listed technology companies focusing on anti-monopoly regulation and those companies’ practice to collect, store, process and transfer data. On June 24, 2022, the Standing Committee of the National People’s Congress adopted the amended Anti-Monopoly Law, which increases the fines for illegal concentration of business operators. On February 7, 2021, the Anti-Monopoly Committee of the State Council promulgated the Anti-monopoly Guidelines for the Platform Economy Sector, or the Anti-monopoly Guideline, aiming to improve anti-monopoly administration on online platforms and specifically prohibit certain acts of the platform economy operators that may have the effect of eliminating or limiting market competition. As of the date of this prospectus, the Chinese government’s recent statements and regulatory actions related to anti-monopoly concerns have not impacted our ability to conduct business, accept foreign investments, or list on Nasdaq Capital Market because neither the Company, the Company’s subsidiaries, nor the VIEs have engaged in monopolistic acts that are subject to these statements or regulatory actions.

 

 

Dividends

 

As a holding company, we may rely upon dividends paid to us by our subsidiaries in the PRC, the contractual payment paid to us by the VIEs, or elsewhere to pay dividends and to finance any debt we may incur. As of the date of this prospectus, none of our subsidiaries or the VIEs has issued any dividends or distributions to us and we have not made any dividends or distributions to our shareholders. Our subsidiaries and the VIEs in the PRC generate and retain cash generated from operating activities and re-invest it in the business.

 

Current PRC regulations permit our subsidiaries in mainland China to pay dividends to us only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Under our current corporate structure, we rely on dividend payments or other distributions from our subsidiaries and the VIEs to fund any cash and financing requirements we may have, including the funds necessary to pay dividends and other cash distributions to our shareholders or to service any debt we may incur. If any subsidiary incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to us. In addition, under PRC laws and regulations, each of our subsidiaries in mainland China is required to set aside a portion of their net income each year to fund a statutory surplus reserve until such reserve reaches 50% of its registered capital. This reserve is not distributable as dividends. As a result, our PRC subsidiaries are restricted in their ability to transfer a portion of its net assets to us in the form of dividends, loans or advances. Further, the PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. If we are unable to receive funds from our subsidiaries, we may be unable to pay cash dividends on our ordinary shares.

 

Cash dividends, if any, on our Ordinary Shares will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10%. A 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises. Any gain realized on the transfer of ordinary shares by such investors is also subject to PRC tax at a current rate of 10% which in the case of dividends will be withheld at source if such gain is regarded as income derived from sources within the PRC.

 

PCAOB and the Holding Foreign Companies Accountable Act

 

The Holding Foreign Companies Accountable Act (the “HFCAA”), recent regulatory actions taken by the SEC and PCAOB, and proposed rule changes submitted by U.S. stock exchanges calling for additional and more stringent criteria to be applied to China-based public companies could add uncertainties to our capital raising activities and compliance costs. The HFCAA requires a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB determines that it is unable to inspect our auditors for three consecutive years, our securities may be prohibited to trade on a national exchange. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, and thus, would reduce the time before our securities may be prohibited from trading or delisted. On December 20, 2021, the PCAOB issued a report on its determinations that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China or Hong Kong because of positions taken by PRC authorities in those jurisdictions. Our independent registered public accounting firms that issued audit reports for our financial statements for 2023, 2022 and 2021, as auditors of companies that are traded publicly in the United States and firms registered with the PCAOB, are subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditors’ compliance with the applicable professional standards, and thus our auditors are not subject to the determinations announced by the PCAOB on December 16, 2021. However, we cannot be certain whether SEC or other U.S. regulatory authorities would apply additional and more stringent criteria to Chinese issuers including us as related to the audit of our financial statements. Trading in our securities may be prohibited under the HFCAA if the PCAOB determines that it cannot inspect or investigate completely our auditors, and that as a result an exchange may determine to delist our securities.

 

 

On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the PRC (the “Statement of Protocol”), which is intended to enable the PCAOB to inspect and investigate completely registered public accounting firms in mainland China and Hong Kong. According to a statement released by the PCAOB, the Statement of Protocol (i) provides the PCAOB with sole discretion to select the firms, audit engagements and potential violations it inspects and investigates without consultation with, nor input from, Chinese authorities, (ii) puts procedures in place for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed and (iii) provides the PCAOB with direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates. While the Chairs of both the PCAOB and the SEC made statements supporting the Statement of Protocol, both emphasized that this is only the first step in the process. On December 15, 2022, the PCAOB issued a new Determination Report which: (1) vacated the December 16, 2021 Determination Report; and (2) concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. The December 15, 2022 Determination Report cautions, however, that authorities in the PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate completely. On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was signed into law, which officially reduce the number of years auditor is not subject to PCAOB inspections to two consecutive years. As such, uncertainties remain regarding how it will impact China-based issuers and there is no assurance that the PCAOB will continue being able to execute, in a timely manner, its future inspections and investigations. As required by the HFCAA, if in the future the PCAOB determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whether it should issue a new determination, and upon that time the Company will only have two years to comply with PCAOB audits.

 

Selected Financial Data

(Unit: US$)

 

Consolidating Statements of Income Information

 

		Year ended December 31, 2023
		Parent				Subsidiaries				WFOEs				VIEs and their subsidiaries				Consolidation Adjustments				Consolidated
Revenue			-				23,174				10,121,605				849,506				(758,050	)			10,236,235
Cost of Revenue			-				-				5,451,918				295,126				(116,319	)			5,630,725
Gross profit (loss)			-				23,174				4,669,687				554,380				(641,731	)			4,605,510
Operating expenses			10,644,763				5,751,034				12,779,770				2,806,880				153,917,318				185,899,765
Loss from operations			(10,644,763	)			(5,727,860	)			(8,110,083	)			(2,252,500	)			(154,559,049	)			(181,294,255	)
Other expenses, net			(74	)			41,618				429,135				(3,526,313	)			5,383,633				2,327,999
Provision for income tax			-				-				-				-				(2,755,973	)			(2,755,973	)
Loss before noncontrolling interest			(10,644,837	)			(5,686,242	)			(7,680,948	)			(5,778,813	)			(151,931,389	)			(181,722,229	)
Less: loss attributable to noncontrolling interest			-				-				-				394,627				(3,722	)			(390,905	)
Net loss			(10,644,837	)			(5,686,242	)			(7,680,948	)			(5,384,186	)			(151,935,111	)			(181,331,324	)

 

		Year ended December 31, 2022
		Parent				Subsidiaries				WFOEs				VIEs and their subsidiaries				Consolidation Adjustments				Consolidated
Revenue			-				5,464,332				6,432,597				86,199,653				(4,503,396	)			93,593,186
Cost of Revenue			-				271,313				3,239,958				74,629,562				(199,168	)			77,941,665
Gross profit (loss)			-				5,193,019				3,192,639				11,570,091				(4,304,228	)			15,651,521
Operating expenses			20,968,387				13,229,967				18,163,688				10,582,141				(13,249,307	)			76,193,490
Loss from operations			(20,968,387	)			(8,036,948	)			(14,971,049	)			987,950				(17,553,535	)			(60,541,969	)
Other expenses, net			327				124,606				711				(2,944,089	)			9,207,349				6,388,904
Provision for income tax			-				-				-				(8,878	)			3,950,202				3,941,324
Loss before noncontrolling interest			(20,968,060	)			(7,912,342	)			(14,970,338	)			(1,965,017	)			(4,395,984	)			(50,211,741	)
Less: loss attributable to noncontrolling interest			-				-				-				(2,702,185	)			374,244				(2,327,941	)
Net loss			(20,968,060	)			(7,912,342	)			(14,970,338	)			(4,667,202	)			(4,021,740	)			(52,539,682	)

 

 

		Year ended December 31, 2021
		Parent				Subsidiaries				WFOEs				VIEs and their subsidiaries				Consolidation Adjustments				Consolidated
Revenue			-				(15,851	)			2,636,562				171,503,642				(29,056,388	)			145,067,965
Cost of Revenue			300,000				-				726,389				131,315,543				(3,315,846	)			129,026,086
Gross profit (loss)			(300,000	)			(15,851	)			1,910,173				40,188,099				(25,740,542	)			16,041,879
Operating expenses			29,415,319				35,544,319				3,561,420				21,074,461				(7,935,069	)			81,660,450
Loss from operations			(29,715,319	)			(35,560,170	)			(1,651,247	)			19,113,638				(17,805,473	)			(65,618,571	)
Other expenses, net			3,139				(146,447	)			15,427				(3,836,228	)			(14,642	)			(3,978,751	)
Provision for income tax			-				-				-				(9,665	)			8,136,002				8,126,337
Loss before noncontrolling interest			(29,712,180	)			(35,706,617	)			(1,635,820	)			15,267,745				(9,684,113	)			(61,470,985	)
Less: loss attributable to noncontrolling interest			-				-				-				(7,330,267	)			-				(7,330,267	)
Net loss			(29,712,180	)			(35,706,617	)			(1,635,820	)			7,937,478				(9,684,113	)			(68,801,252	)

 

Consolidating Balance Sheets Information

 

		As of December 31, 2023
		Parent				Subsidiaries				WFOEs				VIEs and their subsidiaries				Consolidation Adjustments				Consolidated
Cash			5,662				50,690				18,579				9,055				-				83,986
Accounts receivable			-				755,621				3,613,413				15,794,476				(16,814,006	)			3,349,504
Intercompany receivables			73,328,477				65,501,167				200,489				21,721,734				(160,751,867	)			-
Other current asset			20,812,423				5,930,409				831,568				14,695,064				(38,554,230	)			3,715,234
Total current asset			94,146,562				72,237,887				4,664,049				52,220,329				(216,120,103	)			7,148,724
Property and equipment, net			-				235,588				865,341				43,874				(62,803	)			1,082,000
Investment in subsidiaries			63,677,883				62,740,824				-				53,472,741				(179,891,448	)			-
Intangible asset, net			-				-				29,685				-				43,299,459				43,329,144
Right of use asset, net			-				167,092				414,603				197,212				(34,697	)			744,210
Other-non-current asset			2,344,250				2,560,573				-				2,936,301				(6,507,460	)			1,333,664
Total Non-current asset			66,022,133				65,704,077				1,309,629				56,650,128				(143,196,949	)			6,489,018
Total Asset			160,168,695				137,941,964				5,973,678				108,870,457				(359,317,052	)			53,637,742
Accounts payable			-				19,906,803				8,104,691				13,843,617				(33,620,220	)			8,234,891
Lease liability			-				170,962				357,564				201,778				-				730,304
Other current liabilities			3,469,583				123,048,670				13,967,687				117,160,119				(165,870,787	)			91,775,272
Total current liabilities			3,469,583				143,126,435				22,429,942				131,205,514				(199,491,007	)			100,740,467
Lease liability-NC			-				-				62,528				-				-				62,528
Other non-current liabilities			-				-				847,135				-				5,011,566				5,858,701
Total non-current liabilities			-				-				909,663				-				5,011,566				5,921,229
Total liabilities			3,469,583				143,126,435				23,339,605				131,205,514				(194,479,441	)			106,661,696
Accumulated deficit			(61,548,167	)			(123,851,265	)			(63,594,248	)			(47,028,999	)			(120,558,603	)			(416,581,282	)
Other equity			218,247,279				118,666,794				46,228,321				24,693,942				(54,483,334	)			353,353,002
Total equity			156,699,112				(5,184,471	)			(17,365,927	)			(22,335,057	)			(175,041,937	)			(633,228,280	)
Total Liability and stockholders’ equity			160,168,695				137,941,964				5,973,678				108,870,457				(359,317,052	)			53,637,742

 

 

		As of December 31, 2022
		Parent				Subsidiaries				WFOEs				VIEs and their subsidiaries				Consolidation Adjustments				Consolidated
Cash			12,874				336,846				59,293				531,534				324,334				1,264,881
Accounts receivable			-				1,161,641				4,399,643				18,646,214				(16,923,932	)			7,283,566
Intercompany receivables			74,369,714				68,346,860				526,951				42,042,009				(185,285,534	)			-
Other current asset			19,478,423				4,693,908				1,058,799				41,506,852				(30,460,759	)			36,277,223
Total current asset			93,861,011				74,539,255				6,044,686				102,726,609				(232,345,891	)			44,825,670
Property and equipment, net			-				630,565				2,678,272				214,973				-				3,523,810
Investment in subsidiaries			63,677,883				62,440,824				-				57,438,383				(183,557,090	)			-
Intangible asset, net			-				-				50,926				158,833				87,449,960				87,659,719
Right of use asset, net			-				692,919				1,002,496				1,030,362				-				2,725,777
Other-non-current asset			2,366,978				2,567,396				-				3,005,359				86,962,466				94,902,199
Total Non-current asset			66,044,861				66,331,704				3,731,694				61,847,910				(9,144,664	)			188,811,505
Total Asset			159,905,872				140,870,959				9,776,380				164,574,519				(241,490,555	)			233,637,175
Accounts payable			-				20,189,728				6,133,610				16,758,506				(34,990,085	)			8,091,759
Lease liability			-				358,612				614,077				692,721				-				1,665,410
Other current liabilities			1,062,668				111,980,444				19,730,024				143,844,642				(191,543,335	)			85,074,443
Total current liabilities			1,062,668				132,528,784				26,477,711				161,295,869				(226,533,420	)			94,831,612
Lease liability-NC			-				324,255				427,499				396,772				-				1,148,526
Other non-current liabilities			-				-				861,500				-				2,486,040				3,347,540
Total non-current liabilities			-				324,255				1,288,999				396,772				2,486,040				4,496,066
Total liabilities			1,062,668				132,853,039				27,766,710				161,692,641				(224,047,380	)			99,327,678
Accumulated deficit			(52,484,550	)			(121,844,611	)			(55,952,193	)			(40,940,607	)			35,972,003				(235,249,958	)
Other equity			211,327,754				129,862,531				37,961,863				43,822,485				(63,619,504	)			359,355,129
Total equity			158,843,204				8,017,920				(17,990,330	)			2,881,878				(27,647,501	)			124,105,171
Total Liability and stockholders’ equity			159,905,872				140,870,959				9,776,380				164,574,519				(241,490,555	)			233,637,175

 

Consolidating Cash Flows Information

 

		Year ended December 31, 2023
		Parent				Subsidiaries				WFOEs				VIEs				Elimination				Consolidated
Net cash (used in)/provided by operation activities			(305,859	)			1,261,061				(26,106	)			(1,522,303	)			172,366				(420,841	)
Net cash (used in)/provided by investing activities			-				(260,903	)			-				(505,398	)			329,720				(436,581	)
Net cash (used in)/provided by financing activities			290,000				844,163				-				(209,421	)			(300,000	)			624,742
Effect of exchange rate changes on cash			8,647				68,241				(366	)			(318,559	)			(243,878	)			(485,915	)
Net increase in cash and cash equivalents			(7,212	)			1,912,562				(26,472	)			(2,555,681	)			(41,792	)			(718,595	)

 

		Year ended December 31, 2022
		Parent				Subsidiaries				WFOEs				VIEs				Elimination				Consolidated
Net cash (used in)/provided by operation activities			(13,187,296	)			(4,363,034	)			(2,753,716	)			(3,599,661	)			(31,058,507	)			(17,870,525	)
Net cash (used in)/provided by investing activities			-				(5,190,871	)			(88,618	)			(2,488,567	)			6,594,214				(934,197	)
Net cash (used in)/provided by financing activities			7,420,000				3,838,243				2,342,047				2,257,470				28,620,214				7,093,542
Effect of exchange rate changes on cash			124,445				(86,144	)			(30,256	)			(324,086	)			(3,526,830	)			(3,819,202	)
Net increase in cash and cash equivalents			(5,642,851	)			(5,801,806	)			(530,543	)			(4,154,844	)			629,091				(15,530,382	)

 

 

		Year ended December 31, 2021
		Parent				Subsidiaries				WFOEs				VIEs				Elimination				Consolidated
Net cash (used in)/provided by operation activities			(86,208,510	)			(15,968,254	)			34,337,973				15,949,957				(1,812,380	)			(53,787,959	)
Net cash (used in)/provided by investing activities			(72,449,477	)			(52,884,803	)			151,027				(13,979,925	)			60,766,693				(78,396,485	)
Net cash (used in)/provided by financing activities			164,103,934				75,546,992				(35,042,385	)			4,318,722				(60,363,735	)			148,910,734
Effect of exchange rate changes on cash			209,778				109,208				(6,586	)			(1,595,463	)			1,540,705				(2,820	)
Net increase in cash and cash equivalents			5,655,725				6,803,143				(559,971	)			4,693,291				131,283				16,723,470

   

We are an “emerging growth company” and a “foreign private issuer” as defined under the federal securities laws and, as such, are subject to reduced public company reporting requirements. See “Prospectus Summary - Implications of Being an Emerging Growth Company and a Foreign Private Issuer” for additional information.

 

Investing in our securities being offered pursuant to this prospectus involves a high degree of risk. You should carefully read and consider the risk factors beginning on page 4 of this prospectus, as well as those included in the periodic and other reports we file with the Securities and Exchange Commission before you make your investment decision.

 

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is         , 2025.

 

  

TABLE OF CONTENTS

 

	Page
COMMONLY USED DEFINED TERMS	ii
ABOUT THIS PROSPECTUS	iii
MARKET AND INDUSTRY DATA	iv
PRESENTATION OF FINANCIAL INFORMATION	iv
TRADEMARKS AND TRADE NAMES	iv
PROSPECTUS SUMMARY	1
THE OFFERING	3
RISK FACTORS	4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	5
USE OF PROCEEDS	6
PRINCIPAL SHAREHOLDERS	7
SELLING SHAREHOLDERS	8
PLAN OF DISTRIBUTION	10
EXPENSES	12
LEGAL MATTERS	12
EXPERTS	12
ENFORCEMENT OF CIVIL LIABILITIES	13
WHERE YOU CAN FIND ADDITIONAL INFORMATION	15
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	16

  

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

 

Neither we nor the selling shareholder has authorized anyone to provide you with any information or to make any representations other than those contained in or incorporated by reference into this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus we have prepared, and neither we nor the selling shareholder takes responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. Neither we nor the selling shareholder is making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus and any accompanying prospectus supplement, as well as the information we previously filed with the SEC and incorporated herein by reference, is accurate as of the date of those documents only, regardless of the time of delivery of this prospectus or the sale of ordinary shares. Our business, financial condition, results of operations and prospects may have changed since such dates. 

 

 

COMMONLY USED DEFINED TERMS

 

The following are abbreviations and definitions of certain terms used in this document: 

 

	·	the “Company”, “we”, “our” and “us” are to Luokung Technology Corp. and its consolidated subsidiaries;

	·	“China” or the “PRC” are to the People’s Republic of China;

	·	“RMB” and “Renminbi” refer to the legal currency of China;

	·	“US$,” “U.S. dollars,” “$,” and “dollars” refer to the legal currency of the United States;

·

References to “variable interest entities” or “VIEs” refer to Beijing Zhong Chuan Shi Xun Technology Limited, Beijing BotBrain AI Technology Co., Ltd. and eMapgo Technologies (Beijing) Co., Ltd.

 

 

ABOUT THIS PROSPECTUS

 

This document, which forms part of a registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company, constitutes a prospectus of the Company under Section 5 of the Securities Act. The Selling Shareholders may, from time to time, sell the securities offered by them described in this prospectus. We are not offering any Ordinary Shares for sale under this prospectus and will not receive any proceeds from the sale of the securities by such selling securityholders under this prospectus.

 

This document does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction or to any person to whom it would be unlawful to make such offer.

  

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus entitled “Where You Can Find More Information.”

 

 

MARKET AND INDUSTRY DATA

 

This prospectus contains estimates, projections, and other information concerning our industry and business, as well as data regarding market research, estimates, and forecasts prepared by our management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” Unless otherwise expressly stated, we obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. In some cases, we do not expressly refer to the sources from which this data is derived. When we refer to one or more sources of data in any paragraph, you should assume that other data of the same type appearing in the same paragraph is derived from such sources, unless otherwise expressly stated or the context otherwise requires. While we have compiled, extracted, and reproduced industry data from third-party sources (including any sources that we may have paid for, sponsored, or conducted), we have not independently verified the data. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

 

PRESENTATION OF FINANCIAL INFORMATION

 

This prospectus incorporates by reference our audited consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 included in our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on October 22, 2024, which have been prepared in accordance generally accepted accounting principles in the United States (“U.S. GAAP”). Our financial information is presented in U.S. dollars. Our fiscal year begins on January 1 and ends on December 31 of the same year.

 

TRADEMARKS AND TRADE NAMES

 

We have proprietary rights to trademarks used in this prospectus or in the documents we incorporate by reference that are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, trademarks and trade names referred to in this prospectus or in the documents we incorporate by reference may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this prospectus or in the documents incorporated by reference is the property of its respective holder.

 

    

RISK FACTORS

 

An investment in our ordinary shares involves a high degree of risk. We operate in a dynamic and rapidly changing industry that involves numerous risks and uncertainties. You should carefully consider the risks and uncertainties described and the risks described under the caption “Item 3. Key Information - D. Risk Factors” in our annual report on Form 20-F for the year ended December 31, 2023, or the 2023 Annual Report filed with the SEC on October 22, 2024, which is incorporated by reference in this prospectus, before deciding whether to invest in the Ordinary Shares. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any of the following risks or additional risks and uncertainties that are currently immaterial or unknown. If any of these risks actually occur, our business, financial condition, operating results or cash flows could be materially adversely affected. This could cause the trading price of the Ordinary Shares to decline, and you may lose all or part of your investment. 

 

Future sales, or the possibility of future sales, of a substantial number of our ordinary shares could adversely affect the price of our ordinary shares.

 

Future sales of a substantial number of our ordinary shares, or the perception that such sales will occur, could cause a decline in the market price of our ordinary shares. We are registering for resale an aggregate of 3,850,792 ordinary shares held by the Selling Shareholders. Our ordinary shares sold in this offering may be resold in the public market immediately without restriction. If shareholders sell substantial amounts of ordinary shares in the public market, or the market perceives that such sales may occur, the market price of our ordinary shares in the future could be adversely affected. We cannot predict if and when the selling shareholder may sell such shares in the public markets. Furthermore, in the future, we may issue additional ordinary shares or other equity or debt securities convertible into ordinary shares. Any such issuance could result in substantial dilution to our existing shareholders and could cause our share price to decline.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Some of the statements made under “Our Business and “Use of Proceeds” and elsewhere in this prospectus, including in our 2023 Annual Report, or incorporated by reference herein constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” “intends” or “continue,” or the negative of these terms or other comparable terminology.

 

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our product candidates, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

 

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

 

These forward-looking statements include, but are not limited to, statements about:

 

●

our future business development, results of operations and financial condition;

 

●

expected changes in our net revenues and certain cost or expense items;

 

●

our ability to attract and retain customers; and

 

●

trends and competition in the spatial-temporal big-data processing and interactive location-based services market.

 

These statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in this in greater detail under the heading “Risk Factors” and elsewhere in this prospectus and the documents incorporated herein by reference. You should not rely upon forward-looking statements as predictions of future events.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

 

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of the Ordinary Shares by the Selling Shareholders. All net proceeds from the sale of the Ordinary Shares will go to the Selling Shareholders.

 

The Selling shareholders will pay any underwriting fees, discounts and selling commissions incurred by such Selling Securityholders in disposing of their Ordinary Shares. The Company will bear all other costs, fees and expenses incurred in effecting the registration of the Ordinary Shares covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of counsel and independent registered public accountants.

 

 

Principal Shareholders  

 

The following table provides information as to the beneficial ownership of our ordinary shares as of December 31, 2024, by the persons listed. Beneficial ownership of shares is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. For purposes of the following table, a person is deemed to have beneficial ownership of any ordinary shares if such person has the right to acquire such shares within 60 days of December 31, 2024. For purposes of computing the percentage of outstanding shares held by each person, any shares that such person has the right to acquire within 60 days after of December 31, 2024 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise noted, the persons named in the table have sole voting and investment power with respect to all of the ordinary shares beneficially owned by them. Unless otherwise indicated, the address of each person listed is c/o Luokung Technologies, B9-8, Block B, SOHO Phase II, No. 9, Guanghua Road, Chaoyang District, Beijing, People’s Republic of China.

 

Percentage ownership of the ordinary shares in the following table is based on 6,878,339 ordinary shares outstanding on December 31, 2024.

 

		Number of shares beneficially owned				Percent of shares beneficially owned
Directors and executive officers
Xuesong Song, Chairman, Chief Executive Officer and Director (1)(2)			117,320				1.71	%
Dongpu Zhang, President (3)			0				0	%
Jian Zhang, Chief Financial Officer			0				0	%
David Wei Tang			10,000				0.15	%
Jin Meng Bryan Yap			0				0	%
Yang Zhou			8,750				0.13	%
All directors and executive officers as a group (6 persons)			136,070				1.98	%

 

(1)

Consists of (i) 16,796 ordinary shares owned directly by Charm Dragon International Limited, a British Virgin Islands company and (ii) 94,270 ordinary shares owned directly by Bravo First Development Limited, a British Virgin Islands company.

 

(2)

Mr. Xuesong Song is the controlling shareholder of Bravo First Development Limited. Mr. Xuesong Song is the sole director of Charm Dragon International Limited. Mr. Xuesong Song also owns all 10,417 of the Company’s outstanding preferred shares, and each preferred share has the right to 399 votes at a meeting of the shareholders of the Company. Mr. Song therefore is the controlling shareholder of the Company.

 

 

SELLING SHAREHOLDERS

 

The Ordinary Shares being offered by the Selling Shareholders consist of 3,850,792 Ordinary Shares issued by the Company, of which (i) 2,288,292 Ordinary Shares was issued to certain Debt Investors pursuant the Conversion Agreement entered into by and among the Company and certain creditors thereto on July 8, 2024 and (ii) 1,562,500 Ordinary Shares was issued to certain New Investors pursuant to certain the Subscription Agreement entered into by and among the Company and the investors thereto on July 10, 2024.

 

Other than the relationships described herein, to our knowledge, the Selling Shareholders are not employees or suppliers of ours or our affiliates. Within the past three years, other than the relationships described herein, the Selling Shareholders have not held a position as an officer or a director of ours, nor have any of the Selling Shareholders had any material relationship of any kind with us or any of our affiliates. All information with respect to share ownership has been furnished by the Selling Shareholders, unless otherwise noted. None of the Selling Shareholders have any family relationships with our officers, directors or controlling shareholders.

 

The term “Selling Shareholder(s)” also includes any transferees, pledgees, donees, or other successors in interest to the Selling Shareholders named in the table below. Unless otherwise indicated, to our knowledge, the person named in the table below has sole voting and investment power (subject to applicable community property laws) with respect to the Ordinary Shares set forth opposite such person’s name. We will file a supplement to this prospectus (or a post-effective amendment hereto, if necessary) to name successors to the named Selling Shareholders who are able to use this prospectus to resell the Ordinary Shares offered hereby.

 

To the extent a Selling Shareholder is an affiliate of broker dealers and any participating broker-dealers are deemed to be “underwriters” within the meaning of the Securities Act, and any commissions or discounts given to any such selling shareholder or broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act.

 

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and includes Ordinary Shares with respect to which the Selling Shareholder has voting and investment power. The table below lists the Selling Shareholders and other information regarding the beneficial ownership of the Ordinary Shares held by the Selling Shareholders. The second column lists the number of Ordinary Shares beneficially owned by the Selling Shareholders based on their ownership of Ordinary Shares as of January 14, 2025.

 

The third column lists the maximum number of Ordinary Shares being offered by this prospectus by the Selling Shareholders. The number of shares that may actually be sold by the Selling Shareholders may be fewer than the number of shares being offered by this prospectus.

 

  

The fourth column assumes the sale of all of the Ordinary Shares offered by the Selling Shareholders pursuant to this prospectus. The table below in the first column lists the Selling Shareholders and other information regarding the beneficial ownership of the Ordinary Shares held by them.

 

		Number of Ordinary Shares Owned Prior to Offering								Maximum Number of Ordinary Shares Being				Number of Common Shares Owned After Offering
Name of Selling Shareholder		Number(1)				Percent				Offered				Number(2)				Percent
Meiling Liu			420,000								420,000
Zhetao Liu			390,000								390,000
Haiwei Zhang			380,000								380,000
Renlin Liu			410,000								410,000
Linghua Liu			400,000								400,000
Dragon Frontier Limited			288,292								288,292
Congyan Xue			172,500								172,500
Zhiqing Liu			280,000								280,000
Zhongxiong Lin			285,000								285,000
Xiaoyi Duanmu			290,000								290,000
Xiaohua Liu			265,000								265,000
Hao Chen			270,000								270,000

 

*	Less than 1%
(1)	Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Ordinary Shares subject to options or warrants currently exercisable, or exercisable within 60 days of January 14, 2025, are counted as outstanding for computing the percentage of the Selling Shareholder holding such options or warrants but are not counted as outstanding for computing the percentage of any other Selling Shareholder.
(2)	Assumes the sale of all Ordinary Shares being offered pursuant to this prospectus.

 

 

Plan of distribution

 

We are registering the ordinary shares held by the Selling Shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholder of our ordinary shares.

 

The term “Selling Shareholders” includes donees, pledgees, transferees or other successors in interest selling securities received after the date of this prospectus from the Selling Shareholders as a gift, pledge, partnership distribution or other transfer. The Selling Shareholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on the principal trading market for our ordinary shares or any other stock exchange, market or trading facility on which our ordinary shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholders may use any one or more of the following methods when selling securities:

 

●

ordinary brokerage transactions and transactions in which the broker dealer solicits purchasers;

 

●

block trades in which the broker dealer will attempt to sell the ordinary shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

●

purchases by a broker dealer as principal and resale by the broker dealer for its account;

 

●

an exchange distribution in accordance with the rules of the applicable exchange;

 

●

privately negotiated transactions;

 

●

settlement of short sales;

 

●

distribution to employees, members, limited partners or stockholders of the Selling Shareholders;

 

●

in transactions through broker dealers that agree with the selling shareholder to sell a specified number of such ordinary shares at a stipulated price per security;

 

●

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 

●

by pledge to secured debts and other obligations;

 

●

delayed delivery arrangements;

 

●

to or through underwriters or broker-dealers;

 

●

in “at the market” offerings, as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents;

 

●

in privately negotiated transactions;

 

●

in options transactions;

 

●

a combination of any such methods of sale; or

 

●

any other method permitted pursuant to applicable law.

 

 

The Selling Shareholders may also sell the ordinary shares under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

 

In addition, a Selling Shareholder that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is our affiliate (or to the extent otherwise required by law), we may, at our option, file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.

 

Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholder (or, if any broker-dealer acts as agent for the purchaser of our ordinary shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with Financial Industry Regulatory Authority, (“FINRA”), Rule 5110; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

 

To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. In connection with the sale of our ordinary shares or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of our ordinary shares in the course of hedging the positions they assume. The Selling Shareholders may also sell our ordinary shares short and deliver these shares to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these shares. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Shareholders may also pledge securities to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution, may effect sales of the pledged securities pursuant to this prospectus (as supplemented or amended to reflect such transaction).

 

In effecting sales, broker-dealers or agents engaged by the Selling Shareholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling shareholder in amounts to be negotiated immediately prior to the sale.

 

Any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of our ordinary shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

 

We are required to pay certain fees and expenses incurred by us incident to the registration of our ordinary shares. We and the Selling Shareholders have agreed to indemnify each other against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

 

The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares of our ordinary shares may not simultaneously engage in market making activities with respect to our ordinary shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling shareholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of our ordinary shares by the selling shareholder or any other person. We will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

 

At the time a particular offer of securities is made, if required, a prospectus supplement will be distributed that will set forth the number of securities being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.

 

 

EXPENSES

 

The following are the estimated expenses of the issuance and distribution of the securities being registered under the registration statement of which this prospectus forms a part, all of which will be paid by us. With the exception of the SEC registration fee, all amounts are estimates and may change:

 

SEC registration fee		$	996.35
Printer fees and expenses		$	*
Legal fees and expenses		$	*
Accounting fees and expenses		$	*
Miscellaneous		$	*
Total		$	*

 

*

These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time.

 

LEGAL MATTERS

 

The validity of our ordinary shares and certain other matters of British Virgin Islands laws will be passed upon for us by Maples and Calder (Hong Kong) LLP.

 

EXPERTS

 

The financial statements as of December 31, 2023 and 2022 and for the years then ended incorporated by reference in this prospectus have been so included in reliance on the reports (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 2 to the financial statements) of MRI Moores Rowland LLP, our current auditor, and MSPC Certified Public Accountants and Advisors, A Professional Corporation, our previous auditor, each an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

 

 

ENFORCEABILITY OF CIVIL LIABILITIES

 

We are incorporated in the British Virgin Islands to take advantage of certain benefits associated with being a British Virgin Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of exchange control or currency restrictions and the availability of professional and support services. However, certain disadvantages accompany incorporation in the British Virgin Islands. These disadvantages include that the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides significantly less protection to investors. In addition, British Virgin Islands companies do not have standing to sue before the federal courts of the United States.

 

Our memorandum and articles of association do not contain provisions requiring that disputes be submitted to arbitration, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders. An important part of our operations is conducted and a significant portion of our assets is located outside the United States. Some of our directors and officers are nationals or residents of jurisdictions other than the United States, and some or all of their assets are located outside the United States. As a result, it may be difficult or impossible for a shareholder to bring an original action against us or such persons in a British Virgin Islands or China court in the event that a shareholder believes that his or her rights have been infringed under the U.S. federal securities laws or otherwise. It may also be difficult for a shareholder to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, some of whom are not residents of the United States and whose assets are located outside of the United States. In addition, there is uncertainty as to whether the courts of the British Virgin Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. It is uncertain whether British Virgin Islands or PRC courts would be competent to hear original actions brought in the British Virgin Islands or the PRC against us or such persons predicated upon the securities laws of the United States or any state.

 

Our corporate affairs are governed by our memorandum and articles of association, or Articles, and by the BVI Business Companies Act (As Revised) and common law of the British Virgin Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the British Virgin Islands has no securities laws as compared to the United States, and provides significantly less protection to investors. In addition, British Virgin Islands companies may not have standing to initiate a shareholder derivative action before the federal courts of the United States.

 

We conduct all of our operations in China and all of our assets are located in China. In addition, except for our two independent directors, Mr. David Wei Tang, who is a U.S. citizen, and Mr. Meng Bryan Yap, who is a Singapore citizen, all of our other officers and directors are PRC nationals. Most of our officers and directors reside within China. All or a substantial portion of the assets of these persons are located outside the United States. As a result, it may be difficult to effect service of process within the United States upon these persons.

 

Based on the management’s understanding to the PRC law, there is uncertainty as to whether the courts of the PRC would:

 

·

recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

 

·

entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

 

 

In addition, the management believes that there is uncertainty as to whether the courts of the British Virgin Islands would (i) recognize or enforce judgments of U.S. courts obtained against the Company or its directors, officers, predicated upon civil liability provisions of the securities laws of the United States or any state in the United states, or (ii) entertain original actions brought in the British Virgin Islands against the Company or its directors, officers, predicated upon civil liability provisions of the securities laws of the United States or any state in the United States.

 

Although there is no statutory enforcement in the British Virgin Islands of judgments obtained in a competent federal or state court of the United States (and the British Virgin Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments with the United States), the courts of the British Virgin Islands will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary, provided that:

 

	·	the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;

	·	is final and for a liquidated sum;

	·	the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;

	·	in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;

	·	recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; and

·

the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

 

However, the British Virgin Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the British Virgin Islands to give rise to obligations to make payments that are penal or punitive in nature.

 

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. Chinese courts may recognize and enforce foreign judgments in accordance with the requirements of the Chinese Civil Procedure Law based either on treaties between China and the country where the judgment is made or in reciprocity between jurisdictions. China does not have any treaties or other agreements with the British Virgin Islands or the United States that provide for the reciprocal recognition and enforcement of foreign judgments as of the date of this annual report. In addition, according to the PRC Civil Procedures Law, PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security, or public interest. As a result, it is uncertain whether a Chinese court would enforce a judgment rendered by a court in either of these two jurisdictions.  

 

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We have filed with the SEC a registration statement on Form F-1 under the Securities Act relating to this offering of our Ordinary Shares. This prospectus does not contain all of the information contained in the registration statement. The rules and regulations of the SEC allow us to omit certain information from this prospectus that is included in the registration statement. Statements made in this prospectus concerning the contents of any contract, agreement or other document are summaries of all material information about the documents summarized, but are not complete descriptions of all terms of these documents. If we filed any of these documents as an exhibit to the registration statement, you may read the document itself for a complete description of its terms. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.

 

The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at http://www.sec.gov.

 

We are subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and under those requirements we file reports with the SEC. Those other reports or other information may be inspected without charge at the locations described above. As a foreign private issuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our senior management, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. However, we file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm.

 

We maintain a corporate website at https://www.luokung.com. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. 

 

 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to other documents which we have filed or will file with the SEC. We are incorporating by reference in this prospectus the documents listed below and all amendments or supplements we may file to such documents, as well as any future filings we may make with the SEC on Form 20-F under the Exchange Act before the time that all of the securities offered by this prospectus have been sold or de-registered:

 

●

our Annual Report on Form 20-F for the year ended December 31, 2023, filed on October 22, 2024;

 

●

our Reports on Form 6-K filed on April 16, 2024, April 30, 2024, May 8, 2024, September 12, 2024, October 7, 2024, October 25, 2024 and January 10, 2025; and

 

●

the description of our Ordinary Shares contained in the Exhibit 2.4 to our Annual Report on Form 20-F filed on May 14, 2021, and including any further amendment or report to be filed for the purpose of updating such description.

 

As you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus, you should rely on the statements made in the most recent document. All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents incorporated by reference herein.

 

We will provide, free of charge upon written or oral request, to each person to whom this prospectus is delivered, including any beneficial owner of the securities, a copy of any or all of the information that has been incorporated by reference into this prospectus, but which has not been delivered with the prospectus. Copies of these documents also may be obtained on the “Investor Resources” section of our website at www.div.energy. The information contained on or linked to or from our website is not incorporated by reference into this prospectus and should not be considered part of this prospectus. Requests for such information should be made to us at the following address:

 

Luokung Technology Corp.

Room 805, West Tower, Century Fortune Center

Guanghua Road, Chaoyang District, Beijing

People’s Republic of China 100020

Telephone: +(86)10-6506-5217

Attention: Jian Zhang, Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

Up to 3,850,792 Ordinary Shares

 

LUOKUNG TECHNOLOGY CORP.

 

Prospectus

                    , 2025

 

 

 

 

 

 

 

 

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 6. Indemnification of Directors and Officers.

 

British Virgin Islands law does not limit the extent to which a company’s memorandum of association and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the British Virgin Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

 

Under our memorandum of association and articles of association, we may indemnify our directors, officers and liquidators against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings to which they are party or are threatened to be made a party by reason of their acting as our director, officer or liquidator. To be entitled to indemnification, these persons must have acted honestly and in good faith with a view to the best interest of the company and, in the case of criminal proceedings, they must have had no reasonable cause to believe their conduct was unlawful.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

Item 7. Recent Sales of Unregistered Securities

 

On July 8, 2024, the Company entered into certain Swap Agreement with certain investor, pursuant to which, the Company issued a total of 2,288,292 Ordinary Shares to the persons designated by the investor,

 

On July 10, 2024, the Company entered into certain Subscription Agreement with certain investors, pursuant to which the Company issued a total of 1,562,500 Ordinary Shares.

 

Item 8. Exhibits and Financial Statement Schedules

 

Exhibit Number		Description
2.1*		English translation of Entrusted Management Agreement dated December 15, 2009 between Xi’an Softech Co., Ltd., Xi’an Kingtone Information Technology Co., Ltd. and the shareholders of Xi’an Kingtone Information Technology Co., Ltd.
2.2		Description of Registrant’s Securities [Incorporated by reference to Exhibit 2.4 to the Company’s Annual Report on Form 20-F filed on May 14, 2021]
3.1		Amended and Restated Memorandum of Association and Articles of Association of Luokung Technology Corp.
4.1*		Asset Exchange Agreement by and between C Media Limited and the Company dated as of January 25, 2018.
4.2*		Securities Purchase Agreement by and among Redstone YYL Management Limited and five shareholders holding majority of the shares of the Company dated as of January 25, 2018.
4.3**		Exclusive Business Cooperation Agreement by and between Zhongchuan Tianxia Information Technology (Shenzhen) Co., Ltd., and Beijing Mobile Vision Technology Co., Ltd., dated August 31, 2015.
4.4**		Exclusive Option Agreement by and among Zhongchuan Tianxia Information Technology (Shenzhen) Co., Ltd., Xuesong Song, Weili Chen, Ping Wang, Donglai Liu, and Beijing Mobile Vision Technology Co., Ltd., dated August 31, 2015.
4.5**		Equity Interest Pledge Agreement by and among Zhongchuan Tianxia Information Technology (Shenzhen) Co., Ltd., Xuesong Song, Weili Chen, Ping Wang, Donglai Liu, and Beijing Mobile Vision Technology Co., Ltd., dated August 31, 2015.

   

 

Exhibit Number		Description
4.6		Addendum to Asset Exchange Agreement by and among the Company, Topsky Info-tech Holdings Pte Ltd. and C Media Limited, dated October 3, 2018. [Incorporated by reference to Exhibit 10.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed on October 4, 2018].
4.7		Stock Purchase Agreement, dated August 25, 2018, by and among the Company, LK Technology Ltd., and the shareholders listed therein. [Incorporated by reference to Exhibit 4.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed on August 27, 2018].
4.8**		Power of Attorney by Weili Chen, dated August 31, 2015.
4.9**		Power of Attorney by Ping Wang, dated August 31, 2015.
4.10**		Power of Attorney by Donglai Liu, dated August 31, 2015.
4.11**		Power of Attorney by Xuesong Song, dated August 31, 2015.
4.12**		Employment Agreement, dated August 19, 2018, between Luokung Technology Corp. and Xuesong Song.†
4.13		Amendment to Employment Agreement, dated June 8, 2021, between Luokung Technology Corp. and Xuesong Song.† [Incorporated by reference to Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed on June 9, 2021].
4.14		Employment Agreement, dated June 6, 2023, by and between Luokung Technology Corp. and Jian Zhang [Incorporated by reference to Exhibit 4.14 to the Company’s Annual Report on Form 20-F filed on October 22, 2024].†
4.15		Securities Purchase Agreement with Honbridge Holdings Limited. [Incorporated by reference to Exhibit 4.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed on January 17, 2019].
4.16		Share Purchase Agreement as to the acquisition of Saleya. [Incorporated by reference to Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed on September 13, 2019].
4.17		Supplemental Agreement as to the acquisition of Saleya. [Incorporated by reference to the Company’s Report of Foreign Private Issuer t on Form 6-K filed on October 17, 2019.]
4.18		English translation of Share Subscription Agreement with Geely Technology Group Co., Ltd. [Incorporated by reference to Exhibit 4.29 to the Company’s Annual Report on Form 20-F filed on June 29, 2020].
4.19		English translation of Loan Agreement with Hangzhou Maijie Investment Co., Ltd. [Incorporated by reference to Exhibit 4.30 to the Company’s Annual Report on Form 20-F filed on June 29, 2020].
4.20		Securities Purchase Agreement with Acuitas Capital, LLC. [Incorporated by reference to Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed on December 3, 2019].
4.21		Warrant Agreement with Acuitas Capital, LLC. [Incorporated by reference to Exhibit 99.2 to the Company’s Report of Foreign Private Issuer  on Form 6-K filed on December 3, 2019].
4.22		2018 Omnibus Incentive Plan of the Company. [Incorporated by reference to the Company’s Report of Foreign Private Issuer  on Form S-8 filed on April 17, 2020].
4.23		English translation of Preferred Stock Subscription Agreement and Supplemental Agreement with Daci Haojin Foundation Limited. [Incorporated by reference to Exhibit 4.34 to the Company’s Annual Report on Form 20-F filed on June 29, 2020].

   

  

Exhibit Number		Description
4.24		English translation of Share Purchase Agreement dated as of March 29, 2022 with iTraffic, Inc. [Incorporated by reference to Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed on April 1, 2022].
4.25		Amended and Restated 2018 Omnibus Equity Plan [Incorporated by reference to Exhibit 10.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed on August 30, 2022].
4.26		Conversion Agreement entered into by and among the Company and certain creditors on July 8, 2024.(1)
4.27		Subscription Agreement entered into by and among the Company and the New Investors thereto on July 10, 2024.(2)
5.1		Legal Opinion of Maples and Calder (Hong Kong) LLP.
21.1		List of Subsidiaries and Consolidated Variable Interest Entities [Incorporated by reference to Exhibit 8.1 to the Company’s Annual Report on Form 20-F filed on October 22, 2024]
23.1		Consent of MSPC
23.2		Consent of MRI Moores Rowland LLP
23.3		Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
107		Filing Fee Table

   

*

Previously filed as exhibits to the Company’s Annual Report on Form 20-F filed with the Commission on February 9, 2018 and incorporated herein by reference.

 

**

Previously filed as exhibits to the Company’s Annual Report on Form 20-F filed with the Commission on October 12, 2018

 

	†	Indicates management contract or compensatory plan, contract or arrangement.
	(1)	Portions of the exhibit, including certain private and confidential information has been omitted pursuant to Item 601(a)(6) and Item 601(b)(10)(iv) of Regulation S-K. The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request.
		Financial Statement Schedules.

 

All schedules have been omitted because they are not required, are not applicable or the information is otherwise set forth in the consolidated financial statements and related notes thereto.

 

 

Item 9. Undertakings.

 

(a)	The undersigned Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

(2)

That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4)

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

 

(5)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(6)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, the People’s Republic of China, on January 22, 2025.

 

	LUOKUNG TECHNOLOGY CORP.
	By:	/s/ Xuesong Song
	Name:	Xuesong Song
	Title:	Chief Executive Officer

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Xuesong Song and Jian Zhang and each of them, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/ Xuesong Song		Chief Executive Officer, Chairman and Director		January 22, 2025
Xuesong Song		(Principal Executive Officer)
/s/ Jian Zhang		Chief Financial Officer		January 22, 2025
Jian Zhang		(Principal Financial and Accounting Officer)
/s/ Dongpu Zhang		President and Director		January 22, 2025
Dongpu Zhang
/s/ David Wei Tang		Director		January 22, 2025
David Wei Tang
/s/ Jin Meng Bryan Yap		Director		January 22, 2025
Jin Meng Bryan Yap
/s/ Liangbing Yu		Director		January 22, 2025
Liangbing Yu

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in Newark, Delaware on January 22, 2025.

 

	Puglisi & Associates
	By:	/s/ Donald J. Puglisi
		Name:	Donald J. Puglisi
		Title:	Managing Partner

 

 

II-6

Exhibit 3.1

 

COMPANY NO. 1553620 Luokung Technology Corp. (the "Company") NOTICE OF AMENDMENT OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY FROM WRITTEN RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY DATED 9 DECEMBER 2024 2 Amendment of Memorandum I Change of Par Value of Shares 1. It is noted that: (a) th e Company is authorised to issu e a maximum of 1 , 028 , 295 , 182 shares of a par value of US $ 2 . 40 each, divided into (a) 1 , 000 , 000 , 000 ordinary shares of par value of US $ 2 . 40 each ; (b) 5 , 000 , 000 preferred shares of par value of US $ 2 . 40 each ; (c) 21 , 794 , 872 series A preferred shares of par value of US $ 2 . 4 0 each ; and (d) 1 , 500 , 310 series B preferred shares of par value of US $ 2 . 40 each ; (b) 6 , 878 , 339 ordinary shares of par valu e of US $ 2 . 40 each, 10 , 416 . 75 preferred shares of a par value of US $ 2 . 40 each, 90 , 182 series A preferred shares of a par valu e of US $ 2 . 40 each and 0 series B preferred shares of par value of US $ 2 . 40 each are i n issue and are fully paid up ; (c) the Company proposes to: (i) change the 1 , 028 , 295 , 182 authorised shares of par value of US $ 2 . 40 each, divided into (a) 1 , 000 , 000 , 000 ordinary shares of par value of US $ 2 . 40 each ; (b) 5 , 000 , 000 preferred shares of par value of US $ 2 . 40 each ; (c) 21 , 794 , 872 series A preferred shares of par value of US $ 2 . 40 each ; and (d) 1 , 500 , 310 series B preferred shares of par value of US $ 2 . 40 each to 1 , 028 , 295 , 182 authorised shares of par value of US $ 0 . 0001 each, divided into (a) 1 , 000 , 000 , 000 ordinary shares of par value of US $ 0 . 0001 each ; (b) 5 , 000 , 000 preferred shares of par value of US $ 0 . 0001 each ; (c) 21 , 794 , 872 series A preferred shares of par value of US $ 0 . 0001 each ; and (d) 1 , 500 , 310 series B preferred shares of par value of US $ 0 . 0001 each ; (ii) change each issued ordinary share of par value of US $ 2 . 40 to one issued ordinary share of par value of US $ 0 . 0001 ; (iii) change each issued preferred share of par value of US $ 2 . 40 to one issued preferred shares of par value of US $ 0 . 0001 ; (iv) change each issued series A preferred shares of par value of US $ 2 . 40 to one issued series A preferred shares of par value of US $ 0 . 0001 each ; and

(v) change each issued series B preferred shares of par value of US$2.40 to one issued series B preferred shares of par value of US$0.0001 each, (together, the "Change of Par Value"); and (d) in order to reflect the Change of Par Value, clauses 5 and 6 of the memorandum of association of the Company currently registered by the Registrar of Corporate Affairs in the British Virgin Islands (the "Registrar") be deleted in their entirety and substituted by the following new clauses 5 and 6 , taking effect from the date of registration by the Registrar (the "Amendment of Memorandum") : - "5. The Company is authorised to issue a maximum of 1,028,295,182 shares of par value of US$0.0001 each. 6 . The Company is authorized to issue (a) 1 , 000 , 000 , 000 ordinary shares of par value of US $ 0 . 0001 each (“Ordinary Shares") ; (b) 5 , 000 , 000 preferred shares of par value of US $ 0 . 0001 each (“Preferred Shares”) ; (c) 21 , 794 , 872 series A preferred shares of par value of US $ 0 . 0001 each (“Series A Preferred Shares”) and (d) 1 , 500 , 310 series B preferred shares of par value of US $ 0 . 0001 each (“Series B Preferred Shares”) . " 2.2 It is resolved that: (a) the Amendment of Memorandum and the Change of Par Value be approved and adopted by the Company ; (b) the registered agent of the Company be authorised to make all necessary filings with the Registrar with respect to the Amendment of Memorandum and the Change of Par Value ; Dated this 13th day of December 2024 For and on behalf of Maples Corporate Services (BVI) Limited Registered Agent

Exhibit 3.1 BC NO: 1553620 British Virgin Islands The BVI Business Companies Act, 2004 (No. 16 of 2004) Memorandum of Association and Articles of Association of Luokung Technology Corp. Incorporated the 27th day of October, 2009 Amended and Restated on each of the 11th December 2009, 17th December 2009, 25th March 2010, 21st May 2018, 17th August 2018, 20th August 2018, 26th November 2019, 27th December 2019, 24th November 2020, 1st December 2020, 24th December 2020, 24th August 2022, 20th March 2023, 22nd October 2024, and 22nd October 2024. Conyers Trust Company (BVI) Limited Commerce House, Wickhams Cay 1 P.O. Box 3140 Road Town Tortola British Virgin Islands AP_Legal - 110352719.1

TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 (No. 16 of 2004) MEMORANDUM OF ASSOCIATION OF Luokung Technology Corp. NAME 1. The name of the Company is Luokung Technology Corp. TYPE OF COMPANY 2. The Company is a company limited by shares. REGISTERED OFFICE 3. The first Registered Office of the Company is the offices of Portcullis TrustNet (BVI) Limited, Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands , the office of the registered agent. The current Registered Office of the Company is Commerce House, Wickhams Cay 1, P. O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, the office of the registered agent of the Company. REGISTERED AGENT 4. The first Registered Agent of the Company is Portcullis TrustNet (BVI) Limited of Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands . The current Registered Agent of the Company is Conyers Trust Company (BVI) Limited of Commerce House, Wickhams Cay 1, P. O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110. AUTHORISED NUMBER OF SHARES 5. The Company is authorised to issue a maximum of 1,028,295,182 shares of par value of US$2.40 each. CLASSES, NUMBER AND PAR VALUE OF SHARES 6. As at the date of adoption of this memorandum, the Company is authorized to issue (a) 1 , 000 , 000 , 000 ordinary shares of par value of US $ 2 . 40 each (“ Ordinary Shares ”) ; (b) 5 , 000 , 000 preferred shares of par value of US $ 2 . 40 each (“ Preferred Shares ”) ; (c) 21 , 794 , 872 series A preferred shares of par value of US $ 2 . 40 each (“ Series A Preferred Shares ”) and (d) 1 , 500 , 310 series B preferred shares of par value of US $ 2 . 40 each (“ Series B Preferred Shares ”) . FRACTIONAL SHARES 7. The Company may issue fractions of a share and a fractional share shall have the same corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares . RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHING TO SHARES 8. (1) Subject to the memorandum and articles of association (and, for greater clarity, without prejudice to any special rights conferred thereby on the holders of any other shares), an Ordinary Share of the Company confers on the holder ; AP_Legal - 110352719.1

(a) the right to one vote at a meeting of the members of the Company or on any Resolution of Members; (b) the right to an equal share in any Distribution paid by the Company; and (c) the right to an equal share in the distribution of the surplus assets of the Company on a winding up. (2) Subject to the memorandum and articles of association (and, for greater clarity, without prejudice to any special rights conferred thereby on the holders of any other shares), a Preferred Share of the Company confers on the holder ; (a) the right to 399 votes at a meeting of the members of the Company or on any Resolution of Members; (b) the right to an equal share in any Distribution paid by the Company; (c) the right to an equal share in the distribution of the surplus assets of the Company on its liquidation. (d) be freely transferable, in whole or in part, by Mr. Xuesong Song to any third party through one or more Private Transactions, subject to Applicable Law; and (e) be freely transferable, in whole or in part, by Mr . Xuesong Song to any third party through one or more Public Transactions, subject to Applicable Law and Automatic Conversion of such Preferred Share(s) into Ordinary Share(s) . (3) Subject to the memorandum and articles of association (and, for greater clarity, without prejudice to any special rights conferred thereby on the holders of any other shares), a Series A Preferred Share of the Company confers on the holder ; (a) no right to vote at a meeting of the members of the Company or on any Resolution of Members; (b) the right to an equal share in any Distribution paid by the Company; (c) the right to an equal share in the distribution of the surplus assets of the Company on its liquidation; (d) the right, at such holder’s sole discretion, to convert all or any portion of the holder’s Series A Preferred Shares into Ordinary Shares at any time commencing after the date of issue of such Series A Preferred Shares . The conversion rate for the Series A Preferred Shares shall be one ( 1 ) Ordinary Share for every one ( 1 ) Series A Preferred Share . Before any holder of Series A Preferred Shares shall be entitled to convert the same into Ordinary Shares and to receive certificate(s) for such Ordinary Shares, he shall surrender the certificate(s) for his Series A Preferred Shares at the office of the Company and shall give written notice to the Company at such office that he elects to convert the same . The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Shares a certificate(s) for the number of Ordinary Shares to which he shall be entitled . Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificate(s) for the Series A Preferred Shares to be converted, and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder(s) of such Ordinary Shares on such date . The directors may effect conversion in any matter permitted by law including, without prejudice to the generality of the foregoing, repurchasing or redeeming the relevant Series A Preferred Shares and applying the proceeds towards the issue of the relevant number of new Ordinary Shares . The provisions of clause 8 ( 3 )(e) shall not apply to the Ordinary Shares so converted ; and (e) the right, at such holder’s sole discretion, to require the redemption or repurchase by the Company of all or any portion of the holder’s Series A Preferred Shares in cash at a Repurchase Price defined below upon the following events : ( 1 ) six ( 6 ) months after the closing date as defined in the Share Subscription Agreement ; ( 2 ) the proposed acquisition of eMapgo Technologies (Beijing) Co . , Ltd . (the “ Proposed Acquisition ”) by the Company is terminated ; ( 3 ) the Company breaches the Share Subscription Agreement ; or ( 4 ) within six ( 6 ) months from the closing date as defined in the Share Subscription Agreement provided that the Company has sufficient funds after completing the Proposed Acquisition by the Company . The repurchase price for each Series A Preferred Shares shall be the higher of (i) US $ 1 . 95 per share ; or (ii) the US dollars equivalent to RMB 13 . 7648 per share (the “ Repurchase Price ”), where the exchange rate shall be the central parity rate AP_Legal - 110352719.1

between RMB and USD published by the People’s Bank of China the day before Geely issues the repurchase notice, plus an eight percent ( 8 % ) annual simple interest rate basis calculated from the date such Purchase Price was fully paid until the date of full payment of the Repurchase Price, which shall be made in a lump sum on the date of the payment of the Repurchase Price, plus all declared but unpaid dividends with respect to the Series A Preferred Shares . Before any holder of Series A Preferred Shares shall be entitled to require the redemption or repurchase by the Company of all or any portion of the holder’s Series A Preferred Shares, he shall surrender the certificate(s) for his Series A Preferred Shares at the office of the Company and shall give written notice to the Company (the “ Redemption Notice ”) at such office that he elects to require the redemption or repurchase by the Company of the same . The Company shall pay the corresponding Repurchase Price within sixty ( 60 ) days following twelve ( 12 ) months after the Purchased Shares are issued . (4) Subject to the memorandum and articles of association (and, for greater clarity, without prejudice to any special rights conferred thereby on the holders of any other shares), a Series B Preferred Share of the Company confers on the holder ; (a) Subject to compliance with the requirements of the laws of the Hong Kong Special Administrative Region of the People’s Republic of China and other restrictions under the purchase agreement entered into by and among the Company, Zhi - Xun Wang and Hong - Bin Lu (the “ Parties ”) and other parties named therein on 27 August 2019 and the supplemental agreement entered into by and among the Parties and other parties on 11 October 2019 , the Series B Preferred Shares shall be redeemable at the option of holders of the Series B Preferred Shares by delivery of a written request to the Purchaser (“ Redemption Request ”) within the period from 6 th month to 12 th month after its issuance . The Company cannot reject such Redemption Request and shall make the best efforts to implement such redemption by paying cash within 10 working days after receipt of the Redemption Request . The redemption price for each Series B Preferred Share redeemed shall be an amount of USD equivalent to RMB 28 . 75 per share plus an internal rate of return of 10 % per year . (b) Any Series B Preferred Share may, at the option of the holder thereof, be converted into fully - paid and non - assessable Ordinary Shares without any restrictions under the Securities Act of 1933 , the laws of the Hong Kong Special Administrative Region of the People’s Republic of China, this memorandum or any other contracts within the period from 9 th month to 12 th month after its issuance . The conversion ratio for Series B Preferred Shares to Ordinary Shares shall be 1 : 1 . (5) The directors may at their discretion by resolution of directors redeem, purchase or otherwise acquire all or any of the shares in the Company subject to the Articles. VARIATION OF CLASS RIGHTS 9. If at any time the issued shares are divided into different classes or series of shares, the rights attached to any class or series (unless otherwise provided by the terms of issue of the shares of that class or series) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less than three - fourths of the issued shares of that class or series and of the holders of not less than three - fourths of the issued shares of any other class or series of shares which may be affected by such variation . RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU 10. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith . CAPACITY AND POWERS 11. Subject to the Act, any other British Virgin Islands legislation and paragraph 12 below the Company has, irrespective of corporate benefit: (a) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; (b) for the purposes of paragraph (a), full rights, powers and privileges; and (c) full powers to issue shares with pre - emptive rights, subject to the Articles. AP_Legal - 110352719.1

LIMITATIONS ON THE COMPANY’S BUSINESS 12. For the purposes of section 9(4) of the Act the Company may not; (a) carry on banking or trust business, unless it is licensed to do so under the Banks and Trust Companies Act, 1990; (b) carry on business as an insurance or reinsurance company, insurance agent or insurance broker, unless it is licensed under the Insurance Act 1994; (c) carry on business of company management, unless it is licensed under the Company Management Act, 1990; (d) carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands; (e) carry on the business as a mutual fund, manager of mutual funds or administrator of mutual funds unless it is recognized or licenced as the case may be under the Mutual Funds Act 1996; or (f) carry on any other business that gives rise to a licencing requirement under any law for the time being in force in the British Virgin Islands unless it is licenced, regulated, recognised or otherwise approved pursuant to such law . REGISTERED SHARES AND PROHIBITION ON ISSUE OF BEARER SHARES 13. Shares in the Company may only be issued as registered shares. The issue of shares to bearer is prohibited. PROHIBITION ON EXCHANGE AND CONVERSION OF REGISTERED SHARES TO BEARER SHARES 14. The exchange or conversion of registered shares to bearer shares is prohibited. TRANSFER OF REGISTERED SHARES 15. Subject to the provisions of the Articles the Company may upon receipt of an instrument of transfer enter the name of the transferee in the register of members subject to the prior or simultaneous approval of the Company as evidenced by a resolution of directors or by a resolution of members . Subject to any resolution of the members to the contrary, the directors may resolve by resolution of directors to refuse or delay the registration of the transfer for reasons that shall be specified in the resolution of directors . AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION 1. The Company may amend its Memorandum or Articles by a resolution of members or by a resolution of directors provided that the directors shall not have the power to amend the Memorandum or Articles; (a) to restrict the rights or powers of the members to amend the Memorandum or Articles; (b) to change the percentage of members required to pass a resolution to amend the Memorandum or Articles; (c) in circumstances where the Memorandum or Articles cannot be amended by the members; or (d) to Clauses 8, 9, 10 or this Clause 16. 2. No amendment may be made to Regulation 81 of the Articles unless approved by an affirmative vote of the holders of 66 2 / 3 percent or more of the outstanding votes of the shares entitled to vote thereon. AP_Legal - 110352719.1

DEFINITIONS 17. The meanings of words in this Memorandum are as defined in the Articles. We, Portcullis TrustNet (BVI) Limited of Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign this Memorandum of Association the 27th day of October, 2009. Incorporator /s/ Nicole Wheatley Portcullis TrustNet (BVI) Limited Portcullis TrustNet Chambers P.O. Box 3444 Road Town, Tortola British Virgin Islands (Sgd. Nicole Wheatley) AP_Legal - 110352719.1

TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 (No. 16 of 2004) ARTICLES OF ASSOCIATION OF Luokung Technology Corp. PRELIMINARY 1. In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column thereof. Words Meaning Applicable Law Act all Laws, including those of a jurisdiction in or outside of the United States, applicable to the Private or Public Transactions. the BVI Business Companies Act, 2004 (No 16 of 2004 . ) including any modification, extension, re - enactment or renewal thereof and any regulations made thereunder . Articles Automatic Conversion these Articles of Association as originally framed or as from time to time amended. each Preferred Share shall be automatically converted at any time after issue and without the payment of any additional sum into an equal number of fully paid Ordinary Shares upon the conclusion of any transfer by Mr . Xuesong Song to any third party through one or more Public Transactions . Designated Stock Exchange either the Nasdaq National Stock Market, Inc . or such other exchange or quotation bureau on which, the Company’s Securities are listed or traded ; provided that until the Securities are listed on any such “Exchange” the rules of any such Designated Stock Exchange shall be inapplicable to these Articles . director a director of the Company. distribution in relation to a distribution by a company to a member, means (i) the direct or indirect transfer of an asset, other than the Company’s own shares, to or for the benefit of the member or (ii) the incurring of a debt to or for the benefit of a member, in relation to shares held by a member, and whether by means of a purchase of an asset, the purchase, redemption or other acquisition of shares, a transfer of indebtedness or otherwise, and includes a dividend . Independent Director a person who meets the then current requirements for “independence” of the applicable rules and regulations of the U . S . Securities and Exchange Commission and the Designated Stock Exchange . AP_Legal - 110352719.1

member or shareholder in relation to the Company, means a person whose name is entered in the register of members as the holder of one or more shares, or fractional shares, in the Company . Memorandum Mr. Xuesong Song Ordinary Shares the Memorandum of Association of the Company as originally framed or as from time to time amended. the founder, a director and Chairman of LK Technology Ltd. issued or unissued ordinary shares of par value of US $ 2 . 40 each of the Company having the rights, preferences and privileges set out in the Memorandum Person Preferred Shares An individual, a corporation, a trust, trustee, the estate of a deceased individual, a partnership or an unincorporated association of persons. issued or unissued preferred shares of par value of US $ 2 . 40 each of the Company having the rights, preferences and privileges set out in the Memorandum . Private Transactions transactions that are not considered as a Public Transaction . Public Transactions transactions through any national securities exchanges and/or through the automated quotation system including but not limited to NASDAQ, NYSE (including NYSE American) or OTC Markets, or any transaction executed by the broker or with a market maker . Related Party (a) any director, officer and employee of the Company ; (b) any family member of such director, officer and employee ; and (c) any entity (e . g . a corporation, partnership, or trust) controlled by or set up for the benefit of a director, officer or employee, or a family member of such director, officer or employee . Relevant System A facility for the electronic transfer of uncertificated securities administered by The Depository Trust Company or such other Person regulated by the SEC . resolution of directors (a) A resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a simple majority of the directors present at the meeting who voted and did not abstain ; or (b) a resolution consented to in writing by a simple majority of the directors or of all members of the committee, as the case may be; except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority . resolution of members Subject to the provisions of the Memorandum and Articles means: (a) A resolution approved at a duly convened and constituted meeting of the members of the Company by the affirmative vote of (i) a majority of in excess of 50% of the votes of the shares entitled to vote and voting on the resolution, or AP_Legal - 110352719.1

(ii) a majority of in excess of 50 % of the votes of each class or series of shares entitled to vote as a class or series and voting on the resolution and a majority of in excess of 50 % of the votes of the remaining shares entitled to vote and voting on the resolution ; or (b) a resolution consented to in writing by (i) an absolute majority of the votes of shares entitled to vote thereon, or (ii) an absolute majority of the votes of each class or series of shares entitled to vote thereon as a class or series and of an absolute majority of the votes of the remaining shares entitled to vote thereon . Seal Any Seal which has been duly adopted as the common seal of the Company. SEC The United States Securities and Exchange Commission. Securities shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debt obligations. Series A Preferred Shares issued or unissued series A preferred shares of par value of US $ 2 . 40 each of the Company having the rights, preferences and privileges set out in the Memorandum . Series B Preferred Shares issued or unissued series B preferred shares of par value of US $ 2 . 40 each of the Company having the rights, preferences and privileges set out in the Memorandum . Shares Ordinary Shares and/or Preferred Shares and/or Series A Preferred Shares and/or Series B Preferred Shares, as the case may be. Share Subscription Agreement the share subscription agreement entered into between the Company and Geely Technology Group Co., Ltd. dated 13 November 2019 solvency test a company satisfies the solvency test if; (i) the value of the company’s assets exceeds its liabilities, and (ii) the company is able to pay its debts as they fall due. shares in the Company that were previously issued but were repurchased, redeemed or otherwise acquired by the Company and not cancelled. treasury shares 2. "Written" or any term of like import includes words typewritten, printed, painted, engraved, lithographed, photographed or represented or reproduced by any mode of reproducing words in a visible form, including telex, facsimile, telegram, cable or other form of writing produced by electronic communication . 3. Save as aforesaid any words or expressions defined in the Act shall bear the same meaning in these Articles. 4. Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in these Articles, it shall equally, where the context admits, include the others . AP_Legal - 110352719.1

5. A reference in these Articles to voting in relation to shares shall be construed as a reference to voting by members holding the shares except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted and a reference to shares being present at a meeting shall be given a corresponding construction . 6. A reference to money in these Articles is, unless otherwise stated, a reference to the currency in which shares in the Company shall be issued according to the provisions of the Memorandum . REGISTERED SHARES 7. Every member holding registered shares in the Company shall be entitled to a certificate signed by a director or officer of the Company or such other person who may be authorised from time to time by resolution of directors or under the Seal, with or without the signature of any director of the Company, specifying the share or shares held by him and the signature of the director or officer or person so authorised and the Seal may be facsimiles . 8. Any member receiving a share certificate for registered shares shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof . If a share certificate for registered shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a resolution of directors . 9. If several persons are registered as joint holders of any shares, any one of such persons may give an effectual receipt for any distribution payable in respect of such shares . 10. Nothing in these Articles shall require title to any shares or other Securities to be evidenced by a certificate if the Act and the rules of the Designated Stock Exchange permit otherwise . SHARES AND ISSUED SHARES 11. Subject to the provisions of these Articles and, if applicable, the rules of the Designated Stock Exchange, and any resolution of members, the directors of the Company may, without limiting or affecting any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of shares to such persons, at such times and upon such terms and conditions as the Company may by resolution of directors determine . The directors shall not issue more shares than the maximum number provided for in the Memorandum . 12. The Company may issue fully paid, partly paid or nil paid shares as well as bonus shares . A partly paid or nil paid share or a share issued for a promissory note or other written obligation for payment of a debt may be issued subject to forfeiture in the manner prescribed in these Articles . 13. Shares in the Company may be issued for consideration in any form, including money, a promissory note or other obligation to contribute money or property, real property, personal property (including goodwill and know - how) services rendered or a contract for future services and the amount of such consideration shall be determined by resolution of directors, except that in the case of shares with par value, the amount shall not be less than the par value, and in the absence of fraud the decision of the directors as to the value of the consideration received by the Company in respect of the issue is conclusive unless a question of law is involved . 14. Before issuing shares for a consideration other than money, the directors shall pass a resolution stating; (a) the amount to be credited for the issue of the shares; (b) their determination of the reasonable present cash value of the non - money consideration for the issue; and (c) that, in their opinion, the present cash value of the non - money consideration for the issue is not less than the amount to be credited for the issue of the shares. 15 . A share issued by the Company upon conversion of, or in exchange for, another share or a debt obligation or other security in the Company, shall be treated for all purposes as having been issued for money equal to the consideration received or deemed to have been received by the Company in respect of the other share, debt obligation or security . AP_Legal - 110352719.1

16. Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with these Articles) as the Company may by resolution of directors determine . 17. Subject to these Articles, the Company may purchase, redeem or otherwise acquire and hold its own shares save that the Company may not purchase, redeem or otherwise acquire its own shares without the consent of the member whose shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the shares without their consent . 18. No purchase, redemption or other acquisition of shares shall be made unless the directors determine by resolution of the directors that immediately after the purchase, redemption or other acquisition the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due . 19. Sections 60 ( Process for acquisition of own shares ), 61 ( Offer to one or more shareholders ) and 62 ( Shares redeemed otherwise than at the option of company ) of the Act shall not apply to the Company . 20. A determination by the directors under Article 18 is not required; (a) the Company redeems a share or shares pursuant to a right of a member to have his shares redeemed or to have his shares exchanged for money or other property of the Company; or (b) by virtue of the provisions of Section 179 of the Act. 21. Shares that the Company purchases, redeems or otherwise acquires pursuant to Article 17 may be cancelled or held as treasury shares except to the extent that such shares are in excess of 80 percent of the issued shares of the Company in which case they shall be cancelled but they shall be available for reissue . 22. Shares in the Company shall only be held as treasury shares where the directors of the Company resolve as such and the number of shares acquired, when aggregated with shares of the same class already held by the Company as treasury shares, does not exceed 50 % of the shares of that class previously issued by the Company, excluding shares that have been cancelled . All rights and obligations attaching to a treasury share are suspended and shall not be exercised by or against the Company while it holds the share as a treasury share . Treasury shares may be reissued by the Company as new shares . 23. The Company shall keep a register of members containing; (a) the names and addresses of the persons who hold registered shares in the Company; (b) the number of each class and series of registered shares held by each member; (c) the date on which the name of each member was entered in the register of members; (d) the date on which any person ceased to be a member; and (e) such other information as may be prescribed pursuant to the Act. 24. The register of members may be in any such form as the directors may approve but if it is in magnetic, electronic or other data storage form, the company must be able to produce legible evidence of its contents . 25. The original or a copy of the register of members shall be kept at the registered office of the Company or at the office of the registered agent of the Company . 26. A share is deemed to be issued when the name of the member is entered in the register of members. 27. Subject to the Act and the rules of the Designated Stock Exchange, the board of directors without further consultation with the holders of any shares or Securities may resolve that any class or series of shares or other Securities from time to time in issue or to be issued (including shares in issue at the date of the adoption of these Articles) may be issued, held, registered and converted to uncertificated form . AP_Legal - 110352719.1

28. Conversion of shares held in certificated form into shares held in uncertificated form, and vice versa, may be made in such manner as the board of directors, in its absolute discretion, may think fit . The Company or any duly authorised transfer agent (a “ Transfer Agent ”) shall enter on the register of members how many shares are held by each member in uncertificated form and in certificated form and shall maintain the register of members . Notwithstanding any provision of these Articles, a class or series of shares shall not be treated as two classes by virtue only of that class or series comprising both certificated shares and uncertificated Shares or as a result of any provision of these Articles which apply only in respect of certificated or uncertificated shares . MORTGAGES AND CHARGES OF REGISTERED SHARES 29. Members may mortgage or charge their registered shares in the Company with such mortgage or charge being evidenced in writing and signed by, or with the authority of the registered holder of a registered share to which the mortgage or charge relates . The Company shall give effect to the terms of any valid mortgage or charge except insofar as it may conflict with any requirements herein contained for consent to the transfer of shares . 30. In the case of the mortgage or charge of registered shares there may be entered in the share register of the Company at the request of the registered holder of such shares (a) a statement that the shares are mortgaged or charged; (b) the name of the mortgagee or chargee; and (c) the date on which the aforesaid particulars are entered in the share register. 31. Where particulars of a mortgage or charge are entered in the register of members, such particulars shall be cancelled (a) with the written consent of the named mortgagee or chargee or anyone authorized to act on his behalf; or (b) upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable. 32. Whilst particulars of a mortgage or charge over registered shares are entered in the register of members pursuant to the preceding articles no transfer of any share comprised therein shall be effected without the written consent of the named mortgagee or chargee or anyone authorized to act on his behalf . FORFEITURE 33. When shares not fully paid on issue or issued for a promissory note or other written obligation for payment of a debt have been issued subject to forfeiture, the following provisions shall apply . 34. Written notice specifying a date for payment to be made and the shares in respect of which payment is to be made shall be served on the member who defaults in making payment pursuant to a promissory note or other written obligations to pay a debt . 35. The written notice specifying a date for payment shall (a) name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which payment required by the notice is to be made; and (b) contain a statement that in the event of non - payment at or before the time named in the notice the shares, or any of them, in respect of which payment is not made will be liable to be forfeited. 36 . Where a written notice has been issued and the requirements of the notice have not been complied with within the prescribed time, the directors may at any time before tender of payment forfeit and cancel the shares to which the notice relates . AP_Legal - 110352719.1

37. The Company is under no obligation to refund any moneys to the member whose shares have been forfeited and cancelled pursuant to these provisions . Upon forfeiture and cancellation of the shares the member is discharged from any further obligation to the Company with respect to the shares forfeited and cancelled . LIEN 38. The Company shall have a first and paramount lien on every share issued for a promissory note or for any other binding obligation to contribute money or property or any combination thereof to the Company, and the Company shall also have a first and paramount lien on every share standing registered in the name of a member, whether singly or jointly with any other person or persons, for all the debts and liabilities of such member or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than such member, and whether the time for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not . The Company's lien on a share shall extend to all distributions payable thereon . The directors may at any time either generally, or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this Article . 39. In the absence of express provisions regarding sale in the promissory note or other binding obligation to contribute money or property, the Company may sell, in such manner as the directors may by resolution of directors determine, any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of twenty - one days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of the share . 40. The net proceeds of the sale by the Company of any shares on which it has a lien shall be applied in or towards payment of discharge of the promissory note or other binding obligation to contribute money or property or any combination thereof in respect of which the lien exists so far as the same is presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the holder of the share immediately before such sale . For giving effect to any such sale the directors may authorize some person to transfer the share sold to the purchaser thereof . The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale . TRANSFER OF SHARES 41. Registered shares in the Company are transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee . The instrument of transfer shall be signed by the transferee if registration as a holder of the share shall impose a liability to the Company o n the transferee . The instrument of transfer of a registered share shall be sent to the Company for registration . 42. The board of directors may resolve that interests in shares in the form of depositary receipts may be transferred or otherwise dealt with in accordance with the regulations and practices instituted by the operator of the Relevant System and any holder of interests in shares shall be entitled to transfer such interests by means of such Relevant System and the operator of the Relevant System shall act as agent of the holders of such interests for the purposes of the transfer of those interests . 43. The register of members may be closed at such times and for such periods as the board of directors may from time to time determine, upon notice being given by advertisement in such newspapers as may be required by the Act and the practice of the Designated Stock Exchange . 44. The transfer of a registered share is effective when the name of the transferee is entered on the register of members. 45. If the directors of the Company are satisfied that an instrument of transfer relating to shares has been signed but that the instrument has been lost or destroyed, they may resolve ; (a) to accept such evidence of the transfer of the shares as they consider appropriate; and (b) that the transferee’s name should be entered in the register of members notwithstanding the absence of the instrument of transfer. AP_Legal - 110352719.1

46. The Company must on the receipt of an instrument of transfer from the transferor or transferee of a registered share in the Company enter the name of the transferee of the share in the register or members unless the directors, if permitted by the Memorandum or these Articles, resolve by resolution of directors to refuse or delay the registration of the transfer for reasons that shall be specified in the resolution of directors . TRANSMISSION OF SHARES 47. The personal representative of a deceased member may transfer a share even though the personal representative is not a member at the time of the transfer . 48. The personal representative, executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognized by the Company as having any title to his share but they shall not be entitled to exercise any rights as a member of the Company until they have proceeded as set forth in the next following three Articles . 49. The production to the Company of any document which is evidence of probate of the will, or letters of administration of the estate, or confirmation as executor, of a deceased member or of the appointment of a guardian of an incompetent member or the trustee of a bankrupt member shall be accepted by the Company even if the deceased, incompetent or bankrupt member is domiciled outside the British Virgin Islands if the document evidencing the grant of probate or letters of administration, confirmation as executor, appointment as guardian or trustee in bankruptcy is issued by a foreign court which had competent jurisdiction in the matter . For the purpose of establishing whether or not a foreign court had competent jurisdiction in such a matter the directors may obtain appropriate legal advice . The directors may also require an indemnity to be given by the executor, administrator, guardian or trustee in bankruptcy . 50. The Company may enter in the register of members the name of any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy upon such evidence being produced as may reasonably be required by the directors . 51. Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer . 52. What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case . REDUCTION OR INCREASE IN AUTHORISED AND UNISSUED SHARES 53. The Company may amend the Memorandum to increase or reduce the maximum number of shares the Company is authorised to issue and may in respect of any unissued shares increase or reduce the number of such shares, or effect any combination of the foregoing . 54. The Company may (1) (a) divide its shares, including issued shares, into a larger number of shares; or (b) combine its shares, including issued shares, into a smaller number of shares. (2) A division or combination of shares, including issued shares, of a class or series shall be for a larger or smaller number, as the case may be, of shares in the same class or series. (3) A company shall not divide its shares under subsection (1)(a) or (2) if it would cause the maximum number of shares that the Company is authorised to issue by its memorandum to be exceeded. (4) Where shares are divided or combined under this article, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares. AP_Legal - 110352719.1

MEETINGS AND CONSENTS OF MEMBERS 55. The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or outside the British Virgin Islands as the directors consider necessary or desirable . The Company may hold an annual general meeting, but shall not (unless required by the applicable rules of the Designated Stock Exchange for so long as the Company’s Securities are listed or traded on the Designated Stock Exchange) be obliged to hold an annual general meeting . 56. Upon the written request of members holding 30 percent or more of the outstanding voting shares in the Company the directors shall convene a meeting of members. 57. The directors shall give not less than 7 days notice of meetings of members to those persons whose names on the date the notice is given appear as members in the share register of the Company and are entitled to vote at the meeting. 58. The directors may fix the date notice is given of a meeting of members as the record date for determining those shares that are entitled to vote at the meeting. 59. A meeting of members may be called on short notice: (a) if members holding not less than 90 percent of the total number of shares entitled to vote on all matters to be considered at the meeting, or 90 percent of the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with not less than a 90 percent majority of the remaining votes, have agreed to short notice of the meeting, or (b) if all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice of the meeting and for this purpose presence at the meeting shall be deemed to constitute waiver . 60. The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received notice, does not invalidate the meeting. 61. A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member. 62. The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. 63. An instrument appointing a proxy shall be in substantially the following form or such other form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy. (Name of Company) I/We Company with of of of being a member of the above shares HEREBY APPOINT or failing him to be my/our proxy to vote for me/us at the meeting of members to be held on the day and at any adjournment thereof. (Any restrictions on voting to be inserted here.) Signed this day of Member 64. The following shall apply in respect of joint ownership of shares: a. if two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member; AP_Legal - 110352719.1

b. if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners, and c. if two or more of the joint owners are present in person or by proxy they must vote as one. 65. A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other . 66. A meeting of members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 percent of the votes of the shares or class or series of shares entitled to vote on resolutions of members to be considered at the meeting . If a quorum be present, notwithstanding the fact that such quorum may be represented by only one person then such person may resolve any matter and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy form shall constitute a valid resolution of members . 67. If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved ; in any other case it shall stand adjourned to the next business day at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the shares or each class or series of shares entitled to vote on the resolutions to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved . 68. At every meeting of members, the Chairman of the Board of Directors shall preside as chairman of the meeting . If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting, the members present shall choose some one of their number to be the chairman . If the members are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by prescribed form of proxy at the meeting shall preside as chairman failing which the oldest individual member or representative of a member present shall take the chair . 69. The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place . 70. At any meeting of the members the chairman shall be responsible for deciding in such manner as he shall consider appropriate whether any resolution has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes thereof . If the chairman shall have any doubt as to the outcome of any resolution put to the vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the chairman shall fail to take a poll then any member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall thereupon cause a poll to be taken . If a poll is taken at any meeting, the result thereof shall be duly recorded in the minutes of that meeting by the chairman . 71. Any person other than an individual shall be regarded as one member and subject to the specific provisions hereinafter contained for the appointment of representatives of such persons the right of any individual to speak for or represent such member shall be determined by the law of the jurisdiction where, and by the documents by which, the person is constituted or derives its existence . In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any member . 72. Any person other than an individual which is a member of the Company may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorized shall be entitled to exercise the same powers on behalf of the person which he represents as that person could exercise if it were an individual member of the Company . 73. The chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such person shall be disregarded . 74. Directors of the Company may attend and speak at any meeting of members of the Company and at any separate meeting of the holders of any class or series of shares in the Company . AP_Legal - 110352719.1

75. An action that may be taken by the members at a meeting may also be taken by a resolution of members consented to in writing or by telex, telegram, cable, facsimile or other written electronic communication, without the need for any notice, but if any resolution of members is adopted otherwise than by the unanimous written consent of all members, a copy of such resolution shall forthwith be sent to all members not consenting to such resolution . The consent may be in the form of counterparts, each counterpart being signed by one or more members . DIRECTORS 76. The first directors of the Company shall be appointed by the first registered agent of the Company and thereafter the directors shall be appointed by resolution of members, subject to Article 83 , for such term as the members determine . A person shall not be appointed as a director unless he has consented in writing to be a director . 77. The minimum number of directors shall be one and the maximum number shall be 20 . Unless otherwise determined by the Company in a meeting of shareholders and subject to the requirements of the Memorandum, the directors may by a Resolution of Directors, amend this Regulation 77 to change the number of directors . For as long as Securities of the Company are listed or traded on the Designated Stock Exchange, the directors shall include such number of Independent Directors as applicable law, rules or regulations of the Designated Stock Exchange may require for a foreign private issuer as long as the Company is a foreign private issuer . 78. Each director shall hold office for the term, if any, fixed by resolution of members or until his earlier death, resignation or removal . 79. Where the Company has only one member who is an individual and that member is also the sole director of the Company, that sole member/director may, by instrument in writing, nominate a person who is not disqualified from being a director of the Company under section 111 ( 1 ) of the Act as a reserve director of the Company to act in the place of the sole director in the event of his death . 80. The nomination of a person as a reserve director of the Company ceases to have effect if; a. before the death of the sole member/director who nominated him; (i) he resigns as reserve director, or (ii) the sole member/director revokes the nomination in writing; or b. the sole member/director who nominated him ceases to be the sole member/director of the Company for any reason other than his death. 81. A director may be removed from office, with or without cause, by a resolution of directors or a resolution of members . For the purposes of this Regulation 81 , “cause” means the willful and continuous failure by a director to substantially perform his duties to the Company (other than any such failure resulting from incapacity due to physical or mental illness) or the willful engaging by the director in gross misconduct materially and demonstrably injurious to the Company . If a director is removed from office without cause by a resolution of the members, for the purposes of this Regulation, the resolution of members will require the affirmative vote of the holders of 66 2 / 3 percent or more of the outstanding votes of the shares entitled to vote thereon . 82. A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect from the date the notice is received by the Company or from such later date as may be specified in the notice . A director of the Company shall resign forthwith if he is, or becomes, disqualified to act as a director under the Act . 83. The directors may at any time by resolution of directors appoint any person to be a director to fill a vacancy . There is a vacancy if a director dies or otherwise ceases to hold office as a director prior to the expiration of his term of office, where his term of office was fixed upon his appointment . The directors may not appoint a director to fill a vacancy for a term exceeding the term that remained when the person who has ceased to be a director left or otherwise ceased to hold office . AP_Legal - 110352719.1

84. The Company shall keep a register of directors containing: a. the names and addresses of the persons who are directors of the Company or who have been nominated as reserve directors of the Company; b. the date on which each person whose name is entered in the register was appointed as a director of the Company or nominated as a reserve director of the Company; c. the date on which each person named as a director ceased to be a director of the Company; d. the date on which the nomination of any person nominated as a reserve director ceased to have effect; and e. such other information as may be prescribed pursuant to the Act. 85. The original or a copy of any register of directors shall be kept at the office of the registered agent of the Company. 86. The register of directors may be in any such form as the directors may approve but if it is in magnetic, electronic or other data storage form, the company must be able to produce legible evidence of its contents . 87. With the prior or subsequent approval by a resolution of members, the directors may, by a resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company . 88. A director shall not require a share qualification and may be an individual or a company. POWERS OF DIRECTORS 89. The business and affairs of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or these Articles required to be exercised by the members of the Company, subject to any delegation of such powers as may be authorized by these Articles and to such requirements as may be prescribed by a resolution of members ; but no requirement made by a resolution of members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made . Notwithstanding anything in Section 175 of the Act the directors shall have the power to sell, transfer, lease, exchange or otherwise dispose of more than fifty percent of the assets of the Company without submitting a proposal to or obtaining the consent of the members of the Company . 90. If the Company is a wholly - owned subsidiary of a holding company a director may when exercising powers or performing duties as a director act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company . 91. The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company . The resolution of directors appointing an agent may authorize the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company . 92. Every officer or agent of the Company has such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these Articles or in the resolution of directors appointing the officer or agent, except that no agent has any power or authority with respect to the following ; a. to amend the memorandum or articles; b. to change the registered office or agent; c. to designate committees of directors; d. to delegate powers to a committee of directors; e. to appoint or remove directors; AP_Legal - 110352719.1

f. to appoint or remove an agent; g. to fix emoluments of directors; h. to approve a plan of merger, consolidation or arrangement; i. to make a declaration of solvency for the purposes of section 198(1)(a) of the Act or to approve a liquidation plan; j. to make a determination under section 57(1) of the Act that the company will, immediately after a proposed distribution, satisfy the solvency test; or k. to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands. 93. Any director which is a body corporate may appoint any person its duly authorized representative for the purpose of representing it at meetings of the Board of Directors or with respect to unanimous written consents . 94. The continuing directors may act notwithstanding any vacancy in their body, save that if their number is reduced to their knowledge below the number fixed by or pursuant to these Articles as the necessary quorum for a meeting of directors, the continuing directors or director may act only for the purpose of appointing directors to fill any vacancy that has arisen or for summoning a meeting of members . 95. The directors may by resolution of directors exercise all the powers of the Company to borrow money and to mortgage or charge its undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party . 96. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by resolution of directors . 97. The Company shall keep a register of all relevant charges created by the Company showing: a. if the charge is a charge created by the Company, the date of its creation or if the charge is existing on property acquired by the Company, the date on which the property was acquired; b. a short description of the liability secured by the charge; c. a short description of the property charged; d. the name and address of the trustee for the security, or if there is no such trustee the name and address of the chargee; e. unless the charge is a security to bearer, the name and address of the holder of the charge; f. details of any prohibition or restriction , if any, contained in the instrument creating the charge on the power of the company to create any future charge ranking in priority to or equally with the charge; and g. such other information as may be prescribed pursuant to the Act. 98. The original or a copy of the register of charges shall be kept at the registered office of the Company or at the office of the registered agent of the Company . PROCEEDINGS OF DIRECTORS 99. The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable . Any one or more directors may convene a meeting of directors . AP_Legal - 110352719.1

100. A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other . 101. A director shall be given not less than 3 days notice of meetings of directors, but a meeting of directors held without 3 days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend, waive notice of the meeting and for this purpose, the presence of a director at a meeting shall constitute waiver on his part . The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting . 102. A director may by a written instrument appoint an alternate who need not be a director and an alternate is entitled to attend meetings in the absence of the director who appointed him and to vote or consent in place of the director . 103. A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one half of the total number of directors, unless there are only 2 directors in which case the quorum shall be 2 . 104. If the Company shall have only one director the provisions herein contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters as are not by the Act or the Memorandum or these Articles required to be exercised by the members of the Company and in lieu of minutes of a meeting shall record in writing and sign a note or memorandum of all matters requiring a resolution of directors . Such a note or memorandum shall constitute sufficient evidence of such resolution for all purposes . 105. At every meeting of the directors the Chairman of the Board of Directors shall preside as chairman of the meeting . If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting the Vice Chairman of the Board of Directors shall preside . If there is no Vice Chairman of the Board of Directors or if the Vice Chairman of the Board of Directors is not present at the meeting the directors present shall choose some one of their number to be chairman of the meeting . 106. An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a resolution of directors or a committee of directors consented to in writing or by telex, telegram, cable, facsimile or other written electronic communication by all directors or all members of the committee as the case may be, without the need for any notice . The consent may be in the form of counterparts, each counterpart being signed by one or more directors . 107. The directors shall cause the following records to be kept: a. minutes of all meetings of directors, members, committees of directors and committees of members; and b. copies of all resolutions consented to by directors, members, committees of directors and committees of members. 108. The resolutions, records and minutes referred to in the preceding Article shall be kept at the registered office of the Company, its principal place of business or at such other place as the directors determine . 109. The directors may, by resolution of directors, designate one or more committees, each consisting of one or more directors . 110. Subject to the following Article, each committee of directors has such powers and authorities of the directors, including the power and authority to affix the Seal, as are set forth in the resolution of directors establishing the committee . 111. The directors have no power to delegate the following powers to a committee of directors; a. to amend the memorandum or articles; b. to change the registered office or agent; c. to designate committees of directors; d. to delegate powers to a committee of directors; AP_Legal - 110352719.1

e. to appoint or remove directors; f. to appoint or remove an agent; g. to fix emoluments of directors; h. to approve a plan of merger, consolidation or arrangement; i. to make a declaration of solvency for the purposes of section 198(1)(a) or to approve a liquidation plan; j. to make a determination under section 57(1) that the company will, immediately after a proposed distribution, satisfy the solvency test; or k. to authorise the company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands. Paragraphs (c) and (d) do not prevent a committee of directors, where authorised by the directors, from appointing a sub - committee and delegating powers exercisable by the committee to the sub - committee. 112. The meetings and proceedings of each committee of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the resolution establishing the committee . 113. Without prejudice to the freedom of the directors to establish any other committee, if the shares (or depositary receipts therefore) are listed or quoted on the Designated Stock Exchange, and if required by the Designated Stock Exchange, the directors shall establish and maintain an audit committee as a committee of the board of directors, the composition and responsibilities of which shall comply with the rules and regulations of the SEC and the Designated Stock Exchange . The audit committee shall meet at least once every financial quarter, or more frequently as circumstances dictate . 114. The Company shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annual basis . The charter shall specify the responsibilities of the Audit Committee which shall include responsibility for, among other things, ensuring its receipt from the outside auditors of the Company of a formal written statement delineating all relationships between the auditor and the Company, and the Audit Committee’s responsibility for actively engaging in a dialogue with the auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor take appropriate action to oversee the independence of the outside auditor . In addition, the Audit Committee is responsible for reviewing potential conflict of interest situations and approving all Related Party Transactions . 115. Without prejudice to the freedom of the directors to establish any other committees, the Board may establish a Stock Option Committee to administer the Company’s stock option plans, including authority to make and modify awards under such plans . For so long as the Securities of the Company are listed or traded on the Designated Stock Exchange, the Stock Option Committee shall have at least two Independent Directors . The Stock Option Committee will administer the Company’s stock option plans, including the authority to make and modify awards under such plans . 116. Without prejudice to the freedom of the directors to establish any other committees, the Board may establish a Nominating Committee to assist the Board in identifying qualified individuals to become members of the Board . OFFICERS 117. The Company may by resolution of directors appoint officers of the Company at such times as shall be considered necessary or expedient . Such officers may consist of a Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, a President and one or more Vice Presidents, Secretaries and Treasurers and such other officers as may from time to time be deemed desirable . Any number of offices may be held by the same person . 118. The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by resolution of directors or resolution of members, but in the absence of any specific allocation of duties it shall be the responsibility of the Chairman of the Board of AP_Legal - 110352719.1

Directors to preside at meetings of directors and members, the Vice Chairman to act in the absence of the Chairman, the President to manage the day to day affairs of the Company, the Vice Presidents to act in order of seniority in the absence of the President but otherwise to perform such duties as may be delegated to them by the President, the Secretaries to maintain the share register, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the Treasurer to be responsible for the financial affairs of the Company . 119. Subject to the rules of the Designated Stock Exchange, the emoluments of all officers shall be fixed by resolution of directors . 120. The officers of the Company shall hold office until their successors are duly elected and qualified, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by resolution of directors . Any vacancy occurring in any office of the Company may be filled by resolution of directors . CONFLICT OF INTERESTS 121. A director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company . 122. A director of the Company is not required to comply with Article 121if; a. the transaction or proposed transaction is between the director and the Company; and b. the transaction or proposed transaction is or is to be entered into in the ordinary course of the company's business and on usual terms and conditions. 123 . For the purposes of Article 121 a disclosure to all other directors to the effect that a director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction . 124.A. A director of the Company who is interested in a transaction entered into or to be entered into by the Company may: (i) vote on a matter relating to the transaction; (ii) attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and (iii) sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction, and, subject to compliance with the Act shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit . 124 . B . For so long the Securities of the Company are listed or traded on the Designated Stock Exchange, the Company shall conduct an appropriate review of all material Related Party Transactions on an ongoing basis and shall utilize the Audit Committee for the review and approval of potential conflicts of interest situations . INDEMNIFICATION 125 . Subject to the limitations hereinafter provided the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who ; a. is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of the Company ; or AP_Legal - 110352719.1

b. is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise. 126. The Company may only indemnify a person if the person acted honestly and in good faith in what he believed to be in the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful . 127. For the purposes of the preceding Article, a director acts in the best interests of the Company if he acts in the best interests of ; a. the Company's holding company; or b. a shareholder or shareholders of the Company; in either case, in the circumstances specified in Article 90. 128. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of these Articles, unless a question of law is involved . 129. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful . 130. Expenses, including legal fees, incurred by a director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the director is not entitled to be indemnified by the Company in accordance with these Articles . 131. Expenses, including legal fees, incurred by a former director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the former director to repay the amount if it shall ultimately be determined that the director is not entitled to be indemnified by the Company in accordance with these Articles . 132. The indemnification and advancement of expenses provided by, or granted pursuant to, these Articles is not exclusive of any other rights to which the person seeking indemnification of advancement of expenses may be entitled under any agreement, resolution of members, resolution of disinterested directors or otherwise, both as to acting in the person's official capacity and as to acting in another capacity while serving as a director of the Company . 133. If a person to be indemnified has been successful in defence of any proceedings referred to above the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings . 134. The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in these Articles . SEAL 135. The Company shall have a Seal and may have more than one Seal . References herein to the Seal shall be references to every Seal which shall have been duly adopted by resolution of directors . The directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the office of the registered agent of the Company . Except as otherwise expressly provided herein, the Seal when affixed to any written instrument, shall be witnessed and attested to by the signature of a director or any other person so authorized from time to time by resolution of directors . Such authorization may be before or after the Seal is affixed, may be general or specific and may refer to any number AP_Legal - 110352719.1

of sealings . The Directors may provide for a facsimile of the Seal and of the signature of any director or authorized person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been signed as hereinbefore described . DISTRIBUTIONS 136. The directors of the Company may by resolution authorise a distribution by the Company at any time and of any amount and to any members they think fit if they are satisfied on reasonable grounds that immediately after the distribution ; a. the value of the Company’s assets will exceed its liabilities, and b. the Company will be able to pay its debts as they fall due. 137. A resolution of the directors passed under the preceding Article shall contain a statement that, in the opinion of the directors, immediately after the distribution the value of the Company’s assets will exceed its liabilities, and the Company will be able to pay its debts as they fall due . 138. If, after a distribution is authorised and before it is made, the directors cease to be satisfied on reasonable grounds that the Company will, immediately after the distribution satisfy the solvency test, any distribution made by the Company is deemed not to have been authorised . 139. If, by virtue of the preceding Article, a distribution is deemed not to have been authorised, a director who; a. ceased, after authorisation but before the making of the distribution, to be satisfied on reasonable grounds for believing that the company would satisfy the solvency test immediately after the distribution is made; and b. failed to take reasonable steps to prevent the distribution being made; is personally liable to the company to repay to the company so much of the distribution as is not able to be recovered from members. 140. A distribution made to a member at a time when the company did not, immediately after the distribution, satisfy the solvency test may be recovered by the company from the member unless; a. the member received the distribution in good faith and without knowledge of the company's failure to satisfy the solvency test; b. the member has altered his position in reliance on the validity of the distribution; and c. it would be unfair to require repayment in full or at all. DISTRIBUTIONS BY WAY OF DIVIDEND 141. The Company may by a resolution of directors declare a distribution by way of dividend and pay such distribution in money, shares or other property . In the event that distributions by way of dividend are paid in specie the directors shall have responsibility for establishing and recording in the resolution of directors authorizing the distribution by way of dividend, a fair and proper value for the assets to be so distributed . 142. The directors may from time to time pay to the members such interim distributions by way of dividend as appear to the directors to be justified by the profits of the Company . 143. The directors may, before declaring any distribution by way of dividend, set aside out of the profits of the Company such sum as they think proper as a reserve fund, and may invest the sum so set aside as a reserve fund upon such securities as they may select . 144. Notice of any distribution by way of dividend that may have been declared shall be given to each member in the manner hereinafter mentioned and all distributions by way of dividend unclaimed for 3 years after having been declared may be forfeited by resolution of directors for the benefit of the Company . AP_Legal - 110352719.1

145. No distribution by way of dividend shall bear interest as against the Company and no distribution by way of dividend shall be paid on treasury shares or shares held by another company of which the Company holds, directly or indirectly, shares having more than 50 percent of the vote in electing directors . 146. A share issued as a distribution by way of dividend by the Company shall be treated for all purposes as having been issued for money equal to the value determined by resolution of the directors . In the absence of fraud the decision of the directors as to the value of the share is conclusive unless a question of law is involved . 147. A division of the issued and outstanding shares of a class or series of shares into a larger number of shares of the same class or series having a proportionately smaller par value does not constitute a distribution by way of dividend of shares . ACCOUNTS AND AUDIT 148. The Company may by resolution of members call for the directors to prepare periodically a profit and loss account and a balance sheet . The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for the financial period and a true and fair view of the state of affairs of the Company as at the end of the financial period . 149. The Company may by resolution of members call for the accounts to be examined by auditors. 150. Subject to the rules of the Designated Stock Exchange, the first auditors shall be appointed by resolution of directors ; subsequent auditors shall be appointed by the Audit Committee and shall hold office until the Audit Committee appoint another independent auditor . 151. Subject to the rules of the Designated Stock Exchange, the remuneration of the auditors of the Company shall be fixed by the Audit Committee . 152. The auditors shall examine each profit and loss account and balance sheet required to be served on every member of the Company or laid before a meeting of the members of the Company and shall state in a written report whether or not a. in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the state of affairs of the Company at the end of that period ; and b. all the information and explanations required by the auditors have been obtained. 153. The report of the auditors shall be annexed to the accounts and shall be read at the meeting of members at which the accounts are laid before the Company or shall be served on the members . 154. Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors . 155. The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of members of the Company at which the Company's profit and loss account and balance sheet are to be presented . NOTICES 156. Any notice, information or written statement to be given by the Company to members may be served in any way by which it can reasonably be expected to reach each member or by mail addressed to each member at the address shown in the share register . 157. Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company . AP_Legal - 110352719.1

158. Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid . PENSION AND SUPERANNUATION FUNDS 159. The directors may establish and maintain or procure the establishment and maintenance of any non - contributory or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid or who hold or held any salaried employment or office in the Company or such other company, or any persons in whose welfare the Company or any such other company as aforesaid is or has been at any time interested, and to the wives, widows, families and dependents of any such person, and may make payments for or towards the insurance of any such persons as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid . Subject always to the proposal being approved by resolution of members, a director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension allowance or emolument . VOLUNTARY WINDING UP AND DISSOLUTION 160. The Company may voluntarily commence to wind up and dissolve by a resolution of members but if the Company has never issued shares it may voluntarily commence to wind up and dissolve by resolution of directors . CONTINUATION 161. The Company may by resolution of members or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws . ARBITRATION 162. Whenever any difference arises between the Company on the one hand and any of the members or their executors, administrators or assigns on the other hand, touching the true intent and construction or the incidence or consequences of these Articles or of the Act, touching anything done or executed, omitted or suffered in pursuance of the Act or touching any breach or alleged breach or otherwise relating to the premises or to these Articles, or to any Act or Ordinance affecting the Company or to any of the affairs of the Company such difference shall, unless the parties agree to refer the same to a single arbitrator, be referred to 2 arbitrators one to be chosen by each of the parties to the difference and the arbitrators shall before entering on the reference appoint an umpire . 163. If either party to the reference makes default in appointing an arbitrator either originally or by way of substitution (in the event that an appointed arbitrator shall die, be incapable of acting or refuse to act) for 10 days after the other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in the place of the arbitrator of the defaulting party . CAPITALISATION 164. The Board may, at any time and from time to time, pass a resolution to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its profit and loss account) whether or not the same is available for distribution and by applying such sum in paying up unissued shares or fractions of unissued shares to be issued to members to round up any fractions of shares issued to or registered in the name of such member(s) following or as a result of a share division or share combination effected by the Company pursuant to Article 54 . AP_Legal - 110352719.1

We, Portcullis TrustNet (BVI) Limited of Portcullis TrustNet Chambers, P . O . Box 3444 , Road Town, Tortola, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign these Articles of Association the 27 th day of October, 2009 . Incorporator /s/ Nicole Wheatley Portcullis TrustNet (BVI) Limited Portcullis TrustNet Chambers P.O. Box 3444 Road Town, Tortola British Virgin Islands (Sgd. Nicole Wheatley) AP_Legal - 110352719.1

Exhibit 4.26

 

Certain information marked as [xxx] has been excluded from the
Agreement because it is both not material and is the type that the
registrant treats as private or confidential

 

债转股协议书

 

Debt Conversion Agreement

 

Luokung Technology Corp.

 

[July, 2024]

 

 

本《债转股协议书》(以下简称“本协议”)由以下双方于 2024年【7】月 【8】日(“签署日”)签署:

This Debt Conversion Agreement (this “Agreement”) is entered into as of 08 July, 2024 (the “Signing Date”) by and between:

 

(1)

Luokung Technology Corp.(“Luokung” 或 “公司”) Luokung Technology Corp. (“Luokung” or the “Company”)

 

公司地址: [xxx]

Company Address: [xxx]

 

(2)

Dragon Frontier Limited,一家依据英属维尔京群岛法律有效成立并合法存续的公司(“投资人”)

Dragon Frontier Limited, a company duly incorporated and validly existing under the laws of the British Virgin Islands (the “Investor”)

 

公司和投资人单独称为“一方”,合称为“双方”。

Each of the Company and the Investor shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.

 

鉴于:
Whereas

 

1. Luokung 系一家依据英属维尔京群岛法律有效成立并合法存续并且在美国纳斯达克(“交易所”)上市的商业公司,证券代码 LKCO。

Luokung is a business company duly incorporated and validly existing under the laws of the British Virgin Islands and listed on the NASDAQ (the “Exchange”) in the United States, with the company ticker symbol “LKCO”.

 

0. 投资人系依法享有民事权利能力和民事行为能力、能够独立承担民事责任的主体。

The Investor is a person who has the ability to enjoy civil rights and civil conduct in accordance with the laws, and can independently undertake civil responsibilities.

 

1. 投资人向公司提供了合计 4,100,000.00 美元的借款(“借款”)。双方拟将全部借款本金转换为公司普通股(“转换”)。

The Investor provided loans with total principal amount of US$4,100,000.00 (the “Loans”) to the Company. The Parties intend to convert the total principal amount of the Loans into the Company’s ordinary shares (the “Conversion”).

 

为明确双方当事人的权利义务,甲、乙双方在平等自愿的基础上,就债权转换的相关事宜达成如下协议,共同遵守:

To clarify the rights and obligations of each Party, the Parties hereby have reached this Agreement in relation to the Conversion of the Loans, on an equal and voluntary basis, which are set forth as follows:

 

第一条 股份类别、转换比例和转换数量 

Article 1. Class of Shares, Conversion Ratio and Conversion Number

  

双方共同确认及同意,截至签署日,投资人已向公司提供合计【4,100,000.00】 美元的借款,公司指定其全资子公司 MMB Limited 为代收人。

The Parties mutually agree and confirm that, as of the Signing Date, the Investor has loaned an aggregate of US$[4,100,000.00] to the Company, which the Company entrusted its wholly-owned subsidiary MMB Limited to receive on its behalf.

 

 

双方同意,全部借款本金【4,100,000.00】美元及利息【293,520】美元将以如下方式转换为公司普通股:转换比例为每股【0.6】美元,公司就本次转换对投资人发行普通股股份的数量为【7,322,533】股(“转换股份”,锁定期【6】个月)。

The Parties agree that the total principal amount of US$[4,100,000.00] and the interest of $293,520 shall be converted into ordinary shares of the Company as follows: the conversion ratio shall be US$[0.6] per share, and the Company shall issue and allot to the Investor [7,322,533] ordinary shares (the “Converted Shares”, lock-up period: [6] months) in relation to the Conversion.

 

第二条 转换股份的交付和债权清偿

Article 2. Delivery of the Converted Shares and Repayment of the Loans

 

本协议项下的转换应 在双方另行同意的 时间完成 ,转换完成的 日期被称为 “交割日”。在交割日,投资人应向公司书面确认公司已偿还全部借款及其利息、 履行完毕与借款相关的全部义务;在收到投资人该等书面确认后,公司应启动向投资人交付转换股份持股证明。

The Conversion under this Agreement shall be completed on a date separately agreed between the Parties, and the date of completion of the Conversion shall be referred to as the “Closing Date”. On the Closing Date, the Investor shall confirm in writing the full repayment of the Loans as well as the interests accured thereof by the Company and the Company’s completion of performance of all obligations in relation thereto, upon the receipt of which, the Company shall commence the delivery of the certificate of the Converted Shares.

 

第三条 陈述与保证

Article 3. Representations and Warranties

 

为达成本协议之目的,公司作出如下陈述与保证:

For the purpose of this Agreement, the Company hereby represents and warrants to the Investor as follows:

 

1、 公司具有全部必要的权利和授权经营其正在经营的业务、拥有其现有的财产。公司会保证上市地位的合规,如果公司进行合股,将针对本协议中约定的股票发行数量对认购人进行补偿,补偿方式为额外发行股票,发行数量为本协议约定发行股票合股后数量的 150%。

The Company has all requisite rights and authority to operate its business and to be entitled to all of its properties. The company will ensure the compliance of its listing status. If the company conducts a share merger, it will compensate the subscribers for the number of shares issued as agreed in this agreement. The compensation will be in the form of additional issuance of shares, and the number of shares issued will be 150% of the number of shares issued after the share merger as agreed in this agreement.

 

 

2、 公司有全部必要的资格、权力和授权签署本协议并履行本协议项下的义务。本协议由公司签署后,构成其合法和有约束力的义务。

The Company has all requisite capacity, power and authority to execute this Agreement and perform its obligations hereunder. This Agreement shall constitute legally binding obligations of the Investor upon execution.

 

3、 公司签署本协议以及履行本协议项下义务,不会:

The execution of this Agreement and the performance of the Company’s obligations hereunder shall not:

 

(1) 违反其营业执照、成立协议、公司章程或类似组织文件的任何规定; violate the Company’s business license, establishment agreements, memorandum and articles of association and other constitutional documents as such;

 

(2) 违反任何相关法律或任何政府授权或批准;

violate any applicable laws or governmental authorization and approvals;

 

(3) 违反其作为当事人一方(或受之约束)的其他任何合同,导致其在该合同项下违约。

violate any other agreements to which the Company is a party or by which the Company is bound to constitute, resulting in its breach of such agreements.

 

投资人作出如下陈述与保证:

The Investor hereby represents and warrants to the Company as follows:

 

1、 投资人系依法享有民事权利能力和民事行为能力、能够独立承担民事责任的主体,不存在任何可能导致其终止、停业、解散、清算、破产的情形或法律程序。

The Investor is person who has the ability to enjoy civil rights and civil conduct in accordance with the laws, and can independently undertake civil responsibilities, and there is no situation or legal proceeding that may lead to its termination, suspension of business, dissolution, liquidation or bankruptcy.

 

2、 投资人有全部必要的资格、权力和授权签署本协议并履行本协议项下的义务。本协议由投资人签署后,构成其合法和有约束力的义务。

The Investor has all requisite capacity, power and authority to execute this Agreement and perform its obligations hereunder. This Agreement shall constitute legally binding obligations of the Investor upon execution.

 

3、 投资人签署本协议以及履行本协议项下义务,不会:

The execution of this Agreement and the performance of the Investor’s obligations hereunder shall not:

 

(1) 违反其营业执照、成立协议、公司章程或类似组织文件的任何规定(如适用);

violate the Investor’s business license, establishment agreements, memorandum and articles of association and other constitutional documents as such (as applicable);

 

 

(2) 违反任何相关法律法规或任何政府授权或批准;

violate any applicable laws and regulations or governmental authorization and approvals;

 

(3) 违反其作为当事人一方(或受之约束)的其他任何合同,导致其在该合同项下违约。

violate any other agreements to which the Investor is a party or by which the Investor is bound to constitute, resulting in its breach of such agreements.

 

4、 投资人已(a)了解公司的业务和财务情况,与公司管理层进行了充分讨论,并取得了足够的信息,以就本次转换作出知情决定;(b)就本协议的含义及其签署事宜咨询了法律顾问,本次交易决定由其独立作出而未依赖任何公司意见或建议或公司作出的陈述或保证(惟公司于本协议第三条项下明确作出的陈述和保证除外)。

The Investor (a) is aware of the Company’s business affairs and financial conditions, has discussed sufficiently with the management of the Company and has acquired sufficient information to reach an informed and knowledgeable decision with respect to the Conversion; (b) has consulted with its legal advisors regarding the implications of this Agreement and the signing hereof and the transaction decision is its independent decision without relying upon any opinions, advice of the Company, representations or warranties of the Company other than the express representations and warranties of the Company set forth in this Article 3.

 

5、 投资人仅为其自身而持有转换股份,而非作为代名人或代理人、亦非为出售或分销转换股份的任何部分而持有转换股份;通过签署本协议,其进一步表明其未与任何人士达成任何合同、承诺、同意或安排以向其或任何第三方出售、 转让或授予任何转换股份。

The Investor is, or will be, holding the Converted Shares for its own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof; by executing this Agreement, it further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or any third person, with respect to any Converted Shares.

 

6、 投资人不会做空公司股票,或将其持有的股份出借或处置给他人或机构用于恶意做空公司股票。

The Investor will not sell short the Company’s shares, or lend or dispose the shares it holds to other individuals or institutions for maliciously selling short the Company’s shares.

 

第四条 双方的义务和责任

Article 4. Obligations and Responsibilities of the Parties

 

1、 公司的义务和责任 

Obligations and Responsibilities of the Company

 

 

(1) 为签署本协议所需的一切必要的股东、董事会、交易所、政府部门以及任何其他方的批准、许可、同意、登记、备案或任何其他手续(因当前法律法规及有关政府部门原因无法适当取得的除外)均应适当取得和完成并且充分合法有效。

All requisite approvals, permits, consents, registration, filings or other formalities by or with the shareholders, the board of directors, the Exchange, the governmental authorities and any third party which are required to be obtained by the Company in connection with the execution of this Agreement shall be obtained, accomplished and remain valid, except for those that cannot be properly obtained due to current laws, regulations and relevant governmental authorities.

 

(2) 公司保证尽商业合理努力按照本协议约定的条件、数量及比例向投资人发行转换股份,并按照相关证券登记结算机构的有关规定进行登记结算。

The Company shall take commercially reasonable efforts to issue such number of Converted Shares to the Investor at such conversion ratio in accordance with the terms and conditions as set forth in this Agreement, and accomplish the registration and clearing in accordance with relevant regulations of related security registration and clearing institutions.

 

(3) 公司应根据交易所的相关规定,及时地进行信息披露。

The Company shall disclose related information in accordance with relevant regulations of the Exchange.

 

2、 投资人的义务和责任

Obligations and Responsibilities of the Investor

 

(1) 投资人应配合公司办理本次发行转换股份的相关手续。

The Investor shall cooperate with the Company to accomplish the procedures in relation to the issuance of the Converted Shares。

 

(2) 投资人为签署本协议所需的一切必要的股东、董事会、交易所、政府部门以及任何其他方的批准、许可、同意、登记、备案或任何其他手续(因当前法律法规及有关政府部门原因无法适当取得的除外)均应适当取得和完成并且充分合法有效;

All approvals, permits, consents, registration, filings or other formalities by or with the shareholders, the board of directors, the Exchange, the governmental authorities and any third party which are required to be obtained by the Investor in connection with the execution of this Agreement shall be obtained, accomplished and remain valid, except for those that cannot be properly obtained due to current laws, regulations and relevant governmental authorities.

 

第五条 协议的生效

Article 5. Effectiveness of this Agreement

 

本协议自双方法定代表人或授权代表适当签署之日起成立生效。

This Agreement shall become effective upon being duly executed by the Parties’ respective legal representatives or authorized signatories.

 

 

第六条 违约责任

Article 6. Default Events

 

任何以下事件(“违约事件”)均构成本协议项下的违约:(a)在本协议项下所作的任何陈述或保证在任何重大方面被证明不真实、不准确或具有误导性的; 或(b)本协议签订后,除不可抗力以外,任何一方不履行或不及时、不适当履行本协议项下其应履行的任何义务,或违反其在本协议项下作出的承诺。发生违约事件时,违约方应按照法律规定承担相应法律责任。

Any of the following events shall constitute a default event (the “Default Event”) under this Agreement: (a) any representation or warranty made under this Agreement proved to be false, inaccurate or misleading in any material respect; or (b) after execution of this Agreement, except for occurrence of any force majeure event, failure to perform or perform in a timely or proper manner or breach of any covenant under this Agreement. In the event of any Default Event, the breaching Party shall take legal responsibilities in accordance with applicable laws and regulations.

 

第七条 保密

Article 7. Confidentiality

 

本协议的全部条款、本协议本身以及从本协议中可获取的信息均为保密信息, 任何一方不应向任何第三方披露。为履行本协议之目的,在确需知晓的基础上, 一方(“披露方”)可向其与履行本协议有关的高管、董事、雇员、代理人和专业顾问披露,但应确保该等高管、董事、雇员、代理人和专业顾问同样遵守本协议项下的保密义务,如披露方的高管、董事、雇员、代理人或专业顾问违反本协议项下的保密义务,将视为披露方违反本协议项下的保密义务;如果双方根据法律要求而需要向政府、公众或者股东披露有关本协议的信息或者将本协议交至有关机构备案则属例外,但披露方应立即通知另一方。不论本协议是否变更、解除或终止,均不影响本条的效力。

All terms of this Agreement, this Agreement itself and any information derived from this Agreement are confidential and should not be disclosed by any Party to any third party, provided that, any Party (the “Disclosing Party”) hereto may disclose confidential information or permit the disclosure of confidential information (a) to its officers, directors, employees, agents and professional advisors on a need-to-know basis for the performance of its obligations in connection herewith so long as such officers, directors, employees, agents and professional advisors are subject to the confidentiality provisions herein and the breach of such officers, directors, employees, agents and professional advisors shall be deemed as the breach of the Disclosing Party and (b) to the extent required by applicable laws to disclose the confidential information to the governmental authorities, the public or its shareholders or filed with relevant institutions, provided that such Disclosing Party shall provide the other Party with prompt written notice of that fact. This Article 7 shall remain in force and effective regardless of whether this Agreement is modified or terminated.

 

第八条 补充与变更

Article 8. Supplementation and Modification of this Agreement

 

 

本协议可根据双方达成一致的书面意见进行修改或补充,由此形成的补充协议与本协议具有相同法律效力。

This Agreement may be modified or supplemented with the written approval of the Parties. Such supplementation and modification, in the form of supplementary agreements, shall constitute an integral part of this Agreement.

 

第九条 解除与终止

Article 9. Termination

 

1、 因不可抗力致使本协议不可履行,经双方书面确认后本协议终止。

This Agreement shall be terminated upon the written confirmation by the Parties, if the obligations hereunder cannot be performed due to force majeure.

 

2、 双方可协商一致以书面形式终止本协议。

This Agreement may be terminated upon mutual consent in writing of the Parties.

 

3、 本协议的一方严重违反本协议,致使对方不能实现协议目的,对方有权书面通知违约方解除本协议。

This Agreement may be terminated by either Party, by written notice to the other Party, if there is a material breach of this Agreement by such other Party, due to which the purpose of this Agreement cannot be reached.

 

4、 本协议的解除,不影响守约方向违约方追究违约责任。

The termination of this Agreement shall not exempt the defaulting Party from taking responsibility for its breaches of this Agreement.

 

第十条 不可抗力

Article 10. Force Majeure

 

1、 任何一方因有不可抗力致使全部或部分不能履行本协议或迟延履行本协议,应自不可抗力事件发生之日起三日内,将事件情况以书面形式通知另一方, 并自事件发生之日起三十日内,向另一方提交导致其全部或部分不能履行或迟延履行的证明。

If either Party, due to force majeure, cannot fully or partially perform its obligations hereunder, or delays performing its obligations hereunder, such Party shall, within three (3) days from the date of the occurrence, notify the other Party of the force majeure, and within thirty (30) days of the occurrence, submit the relevant credentials concerning its failure to fully or partially perform its obligations hereunder, or its delay in performing its obligations hereunder, due to such force majeure.

 

2、 遭受不可抗力的一方应采取一切必要措施减少损失,能继续履行的,在事件消除后立即恢复本协议的履行。不能履行的,经双方协商一致后,可以终止本协议。

The Party suffering from force majeure shall take all requisite measures to reduce the loss. Such Party shall continue to perform its obligations hereunder if the force majeure ceases and it can perform its obligations. If such Party cannot perform its obligations hereunder, this Agreement shall be terminated upon mutual consent in writing of the Parties.

 

 

3、 本协议所称“不可抗力”是指不能预见、不能克服、不能避免的客观事件,包括但不限于洪水、地震、火灾、风暴、战争、民众骚乱、罢工等。

For the purpose of this Agreement, force majeure refers to any objective circumstance which is unforeseeable, insurmountable and unavoidable, including but not limited to flood, earthquake, fire, typhoon, war, riots and strikes.

 

第十一条 适用法律与争议的解决

Article 11. Governing Law and Dispute Resolution

 

1、 本协议适用中华人民共和国香港特别行政区法律并据此解释。

This Agreement shall be governed by and construed in accordance with laws of the Hong Kong Special Administrative Region of the People’s Republic of China.

 

2、 在本协议履行期间,凡因履行本协议所发生的或与本协议有关的一切争议,双方应首先通过友好协商解决。协商不能解决时,任何一方均有权向香港国际仲裁中心申请仲裁,仲裁地点为香港。仲裁结果是终局的,对双方均有约束力。

Disputes arising from or in connection with this Agreement shall be settled through friendly negotiation between the Company and the Investor. In the event the Company and the Investor are unable to settle a dispute between them regarding this Agreement, such dispute shall be submitted to Hong Kong International Arbitration Centre for arbitration in Hong Kong. The arbitral award shall be final and binding upon the Parties. Disputes arising from or in connection with the interpretation or the performance of this Agreement shall be settled through friendly negotiation between the Parties.

 

第十二条 协议的解释

Article 12. Interpretation of this Agreement

 

1、 本协议各条款的标题仅为方便而设,不影响标题所属条款的意思。

The title of each Article of this Agreement is only for convenience, and shall not affect the meaning of the terms under such Article.

 

2、 本协议以中文编制并签署。本协议的任何英文版本仅为参考而提供。如果其中文版本与英文版本之间存在任何不一致之处,则以中文版本为准。

This Agreement is prepared and executed in Chinese. Any English version of this Agreement is provided for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.

 

第十三条 其他

Article 13. Miscellaneous

 

1、 一方未能行使、迟延行使或部分行使其在本协议项下的任何权利、权力或补救并不构成对它们的放弃或部分放弃,亦不影响该方对该等权利、权力或补救的进一步行使或对任何其他权利、权力或补救的行使。在任何法律项下本协议任何条款之不合法、无效或不可执行不影响其在任何其他法律项下的合法性、有效性或可执行性,也不影响其他任何条款的合法性、有效性或可执行性。双方应当在合法的范围内协商确定新的条款,以保证最大限度地实现原有条款的意图。

The failure, delay or partial exercise of any Party of its rights hereunder shall not constitute a waiver of any of such rights, and shall not affect the further exercise of such rights or exercise of any other right, power or remedy entitled by such Party. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the Parties shall negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most closely effectuates the Parties’ intent in entering into this Agreement, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby.

 

 

2、 本协议项下的所有通信沟通应采用书面方式,并应送达或发送至双方的如下通信地址:

All notices, requests, claims, demands and other communications hereunder shall be inwriting and shall be given or made to the Company or the Investor to the addresses specified below:

 

至公司             

收件人:	【xxx】
通信地址:	【xxx】
电话:	【xxx】
邮箱:	【xxx】

If to the Company

Attn:	[xxx]
Address:	[xxx]
Tel:	[xxx]
Email:	[xxx]

 

至投资人            

收件人:	【xxx】
通信地址:	【xxx】
电话:	【xxx】
邮箱:	【xxx】

 

If to the Investor

Attn:	[xxx]
Address:	[xxx]
Tel:	[xxx]
Email:	[xxx]

 

双方在本协议生效之后可以提前七(7)日发出书面通知更新上述收件人、通信地址。任何通信必须发送给指定的收件人并且含有充分的提示和/或说明,以使其一见即知与本协议下所述事项有关。如通过专人递送,该通信递交对方收件人或其代理人即视为送达;如以信件方式发送,该通信在发送以后的三(3)日视为送达;如以电子邮件方式进行的通知以邮件系统显示电子邮件发出时视为送达, 该电子邮件被邮件系统退回的除外。

After the execution of this Agreement, each Party may update the above recipient and address by written notice seven (7) days in advance. All notices shall be addressed to the designated recipient and contain sufficient notifications and/or instructions to make the recipient immediately aware of its relevance to this Agreement. The documents shall be conclusively deemed to have been duly delivered and received: (i) on the date when the courier delivers the above documents or notification to the designated recipient or agent when sent by courier, (ii) three (3) days after such document or notification has been posted when sent by mail; (iii) on the date when the email system indicates the email has been sent when sent by email unless the email is rejected by the email system.

 

3、 双方应各自承担其在本协议下发生的任何费用或开支,包括税费、律师费用、财务顾问费用等。

Each Party shall bear its own costs or expenses incurred under this Agreement, including taxes, attorneys’ fees, financial advisers’ fees, etc.

 

4、 本协议一式两份,效力同等。双方当事人各执一份。

This Agreement shall be executed in two counterparts, and each Party shall keep one copy respectively, with the same legal effect.

 

(以下无正文)

(The remainder of this page has been intentionally left blank)

 

 

(本页为签字页,无正文)
(Signature Page without Texts)

 

公司/Company: Luokung Technology Corp.
签署/By：	/s/ Xuesong Song
姓名/Name:	Xuesong Song
职位/Title:	Chief Executive Officer
投资人/Investor: Dragon Frontier Limited
签署/By：	/s/ Dan Sang
姓名/Name:	Dan Sang
职位/Title:	Authorized Person

 

 

Exhibit 4.27

 

Certain information marked as [xxx] has been excluded from the
Agreement because it is both not material and is the type that the
registrant treats as private or confidential

 

普通股股份
认购协议书

Ordinary Share Subscription Agreement

 

Luokung Technology Corp.

 

Lin Zhongxiong
Duanmu Xiaoyi
Liu Zhiqing
Xue Congyan

 

July 10, 2024

 

 

本《普通股股份认购协议书》(以下简称“本协议”)由以下双方于 2024年 【7】月【10】日(“签署日”)签署:

This Ordinary Share Subscription Agreement (this “Agreement”) is entered into as of July 10, 2024 (the “Signing Date”) by and between:

 

(1)

Luokung Technology Corp.(“Luokung” 或 “公司”) Luokung Technology Corp. (“Luokung” or the “Company”)

 

公司地址: [xxx]

Company Address: [xxx]

 

(2)

Lin Zhongxiong、Duanmu Xiaoyi、Liu Zhiqing、Xue Congyan(“认购人”) Lin Zhongxiong、Duanmu Xiaoyi、Liu Zhiqing、Xue Congyan (the “Subscriber”)

 

地址: [xxx]

Address: [xxx]

 

公司和认购人单独称为“一方”,合称为“双方”。

Each of the Company and the Subscriber shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.

 

鉴于: Whereas

 

1. Luokung 系一家依据英属维尔京群岛法律有效成立并合法存续并且在美国纳斯达克(“交易所”)上市的商业公司,证券代码 LKCO。

Luokung is a business company duly incorporated and validly existing under the laws of the British Virgin Islands and listed on the NASDAQ (the “Exchange”) in the United States, with the company ticker symbol “LKCO”.

 

0. 认购人系依法享有民事权利能力和民事行为能力、能够独立承担民事责任的主体。

The Subscriber is a person who has the ability to enjoy civil rights and civil conduct in accordance with the laws, and can independently undertake civil responsibilities.

 

为明确双方当事人的权利义务,甲、乙双方在平等自愿的基础上,就公司普通股股份认购的相关事宜达成如下协议,共同遵守:

To clarify the rights and obligations of each Party, the Parties hereby have reached this Agreement in relation to the subscription of the Company’s certain ordinary shares, on an equal and voluntary basis, which are set forth as follows:

 

第一条 股份类别、认购价款和认购数额

Article 1. Class of Shares, Subscription Amount and Subscription Number

 

认购人向公司认购的股份类别为:公司本次发行的普通股(面值为 0.3 美元 /股)。公司本次对认购人发行普通股股份的数量为 5,000,000股(“认购股份”, 锁定期 6个月),每股 0.6 美元,总额为 3,000,000 美元(“认购价款”)。认购人拟以现金方式支付 3,000,000 美元认购公司本次发行的认购股份。

The class of shares to be subscribed for by the Subscriber is the ordinary shares to be issued by the Company with the par value of US$ 0.3 per share. The Company shall issue, allot and sell to the Subscriber 5,000,000 ordinary shares (the “Subscribed Shares”, lock-up period: 6 months) at the price of US$ 0.6 per share and the total consideration of US$ 3,000,000 (the “Subscription Amount”). The Subscriber shall pay the Subscription Amount in cash of US$ 3,000,000 for subscription of the Subscribed Shares.

 

 

股份认购价款的支付:

The payment of the Subscription Amount:

 

本协议签署日后七(7)个工作日内,认购人应以即时可用的现金方式将全部认购价款一次性转账划入以下公司指定的账户;

Within three (7) business days after the Signing Date, the Subscriber shall pay all of the Subscription Amount in immediately available funds of cash to the following bank account as designated by the Company.

 

户名/Account Name:	[xxx]
开户银行/Bank Name:	[xxx]
账号/Account Number:	[xxx]
SWIFT码/SWIFT Code:	[xxx]

 

第二条 认购股份的交付

Article 2. Delivery of the Subscribed Shares

 

在认购人按本协议约定支付认购价款后五个工作日内,公司应根据认购人的要求向认购人开具认购价款收据,同时公司启动向认购人交付普通股股份持股证明。

Within five (5) business days after the Subscription Amount is paid in accordance with this Agreement, the Company shall issue the receipt of the Subscription Amount to the Subscriber as requested by the Subscriber, and the Company shall commence the delivery of the certificate of the Subscribed Shares.

 

第三条 陈述与保证

Article 3. Representations and Warranties

 

为达成本协议之目的,公司作出如下陈述与保证: For the purpose of this Agreement, the Company hereby represents and warrants to the Subscriber as follows:

 

1、 公司具有全部必要的权利和授权经营其正在经营的业务、拥有其现有的财产。公司会保证上市地位的合规,如果公司进行合股,将针对本协议中约定的股票发行数量对认购人进行补偿,补偿方式为额外发行股票,发行数量为本协议约定发行股票合股后数量的 150%。

The Company has all requisite rights and authority to operate its business and to be entitled to all of its properties. The company will ensure the compliance of its listing status. If the company conducts a share merger, it will compensate the subscribers for the number of shares issued as agreed in this agreement. The compensation will be in the form of additional issuance of shares, and the number of shares issued will be 150% of the number of shares issued after the share merger as agreed in this agreement.

 

 

2、 公司有全部必要的资格、权力和授权签署本协议并履行本协议项下的义务。本协议由公司签署后,构成其合法和有约束力的义务。

The Company has all requisite capacity, power and authority to execute this Agreement and perform its obligations hereunder. This Agreement shall constitute legally binding obligations of the Subscriber upon execution.

 

3、 公司签署本协议以及履行本协议项下义务,不会:

The execution of this Agreement and the performance of the Company’s obligations hereunder shall not:

 

(1) 违反其营业执照、成立协议、公司章程或类似组织文件的任何规定;

violate the Company’s business license, establishment agreements, memorandum and articles of association and other constitutional documents as such;

 

(2) 违反任何相关法律或任何政府授权或批准;

violate any applicable laws or governmental authorization and approvals;

 

(3) 违反其作为当事人一方(或受之约束)的其他任何合同,导致其在该合同项下违约。

violate any other agreements to which the Company is a party or by which the Company is bound to constitute, resulting in its breach of such agreements.

 

认购人作出如下陈述与保证:

The Subscriber hereby represents and warrants to the Company as follows:

 

1、 认购人系依法享有民事权利能力和民事行为能力、能够独立承担民事责任的主体,不存在任何可能导致其终止、停业、解散、清算、破产的情形或法律程序(如适用)。

The Subscriber is person who has the ability to enjoy civil rights and civil conduct in accordance with the laws, and can independently undertake civil responsibilities, and there is no situation or legal proceeding that may lead to its termination, suspension of business, dissolution, liquidation or bankruptcy (as applicable).

 

2、 认购人有全部必要的资格、权力和授权签署本协议并履行本协议项下的义务。本协议由认购人签署后,构成其合法和有约束力的义务。

The Subscriber has all requisite capacity, power and authority to execute this Agreement and perform its obligations hereunder. This Agreement shall constitute legally binding obligations of the Subscriber upon execution.

 

3、 认购人签署本协议以及履行本协议项下义务,不会:

The execution of this Agreement and the performance of the Subscriber’s obligations hereunder shall not:

 

(1) 违反其营业执照、成立协议、合伙协议、公司章程或类似组织文件的任何规定(如适用);

violate the Subscriber’s business license, establishment agreements, partnership agreements, memorandum and articles of association and other constitutional documents as such (as applicable);

 

 

(2) 违反任何相关法律法规或任何政府授权或批准;

violate any applicable laws and regulations or governmental authorization and approvals;

 

(3) 违反其作为当事人一方(或受之约束)的其他任何合同,导致其在该合同项下违约。

violate any other agreements to which the Subscriber is a party or by which the Subscriber is bound to constitute, resulting in its breach of such agreements.

 

4、 认购人已(a)了解公司的业务和财务情况,与公司管理层进行了充分讨论,并取得了足够的信息,以就本次出售和购买认购股份的交易作出知情决定;

(b)就本协议的含义及其签署事宜咨询了法律顾问,本次交易决定由其独立作出而未依赖任何公司意见或建议或公司作出的陈述或保证(惟公司于本协议第三条项下明确作出的陈述和保证除外)。

The Subscriber (a) is aware of the Company’s business affairs and financial conditions, has discussed sufficiently with the management of the Company and has acquired sufficient information to reach an informed and knowledgeable decision with respect to the sale and purchase of the Subscribed Shares; (b) has consulted with its legal advisors regarding the implications of this Agreement and the signing hereof and the transaction decision is its independent decision without relying upon any opinions, advice of the Company, representations or warranties of the Company other than the express representations and warranties of the Company set forth in this Article 3.

 

5、 认购人仅为其自身而购入认购股份,而非作为代名人或代理人、亦非为出售或分销认购股份的任何部分而购入认购股份;通过签署本协议,其进一步表明其未与任何人士达成任何合同、承诺、同意或安排以向其或任何第三方出售、 转让或授予任何认购股份。

The Subscriber is, or will be, acquiring the Subscribed Shares for its own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof; by executing this Agreement, it further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or any third person, with respect to any Subscribed Shares.

 

6、 认购人不会做空公司股票,或将其持有的股份出借或处置给他人或机构用于恶意做空公司股票。

The Subscriber will not sell short the Company’s shares, or lend or dispose the shares it holds to other individuals or institutions for maliciously selling short the Company’s shares.

 

7、 认购人于本协议项下的认购价款的来源均为合法。

The funds of the Subscribed Amount under this Agreement shall be legal.

 

 

第四条 双方的义务和责任

Article 4. Obligations and Responsibilities of the Parties

 

1、 公司的义务和责任

Obligations and Responsibilities of the Company

 

(1) 为签署本合同所需的一切必要的股东、董事会、交易所、政府部门以及任何其他方的批准、许可、同意、登记、备案或任何其他手续(因当前法律法规及有关政府部门原因无法适当取得的除外)均应适当取得和完成并且充分合法

 

有效。All requisite approvals, permits, consents, registration, filings or other formalities by or with the shareholders, the board of directors, the Exchange, the governmental authorities and any third party which are required to be obtained by the Company in connection with the execution of this Agreement shall be obtained, accomplished and remain valid, except for those that cannot be properly obtained due to current laws, regulations and relevant governmental authorities.

 

(2) 公司保证尽商业合理努力按照本协议约定的条件、数量及价格向认购人发行认购股份,并按照相关证券登记结算机构的有关规定进行登记结算。

The Company shall take commercially reasonable efforts to issue such number of Subscribed Shares to the Subscriber at such per share price in accordance with the terms and conditions as set forth in this Agreement, and accomplish the registration and clearing in accordance with relevant regulations of related security registration and clearing institutions.

 

(3) 本次发行的募集资金投资项目系公司目前根据其自身需要拟进行的安排,该等安排可能会根据审批情况和市场状况等因素变化由公司在依法履行相关程序后进行调整,该等安排并不构成公司对认购人的合同义务。

The investment to be made with the proceeds to be raised from the sale of the Subscribed Shares is based on the Company’s current arrangements in consideration of its need and demand. Such arrangements may be adjusted by the Company with regard to factors such as the result of relevant approvals and market situations, and shall not constitute any obligations to the Subscriber under this Agreement.

 

(4) 公司应根据交易所的相关规定,及时地进行信息披露。

The Company shall disclose related information in accordance with relevant regulations of the Exchange.

 

2、 认购人的义务和责任

Obligations and Responsibilities of the Subscriber

 

(1) 认购人应配合公司办理本次发行认购股份的相关手续。

The Subscriber shall cooperate with the Company to accomplish the procedures in relation to the issuance of the Subscribed Shares。

 

 

(2) 认购人为签署本合同所需的一切必要的股东、董事会、交易所、政府部门以及任何其他方的批准、许可、同意、登记、备案或任何其他手续(因当前法律法规及有关政府部门原因无法适当取得的除外)均应适当取得和完成并且充分合法有效;

All approvals, permits, consents, registration, filings or other formalities by or with the shareholders, the board of directors, the Exchange, the governmental authorities and any third party which are required to be obtained by the Subscriber in connection with the execution of this Agreement shall be obtained, accomplished and remain valid, except for those that cannot be properly obtained due to current laws, regulations and relevant governmental authorities.

 

第五条 协议的生效

Article 5. Effectiveness of this Agreement

 

本协议自双方法定代表人或授权代表适当签署之日起成立生效。This Agreement shall become effective upon being duly executed by the Parties’ respective legal representatives or authorized signatories.

 

第六条 违约责任

Article 6. Default Events

 

1、 任何以下事件(“违约事件”)均构成本协议项下的违约:(a)在本协议项下所作的任何陈述或保证在任何重大方面被证明不真实、不准确或具有误导性的;或(b)本协议签订后,除不可抗力以外,任何一方不履行或不及时、不适当履行本协议项下其应履行的任何义务,或违反其在本协议项下作出的承诺。发生违约事件时,违约方应按照法律规定承担相应法律责任。

Any of the following events shall constitute a default event (the “Default Event”) under this Agreement: (a) any representation or warranty made under this Agreement proved to be false, inaccurate or misleading in any material respect; or (b) after execution of this Agreement, except for occurrence of any force majeure event, failure to perform or perform in a timely or proper manner or breach of any covenant under this Agreement. In the event of any Default Event, the breaching Party shall take legal responsibilities in accordance with applicable laws and regulations.

 

2、 如认购人不按本协议约定如期支付认购价款,则认购人应按照逾期金额每日万分之三向公司支付违约金。

If the Subscriber fails to pay the Subscription Amount as stipulated herein, the Subscriber shall pay the Company liquidated damages on a daily basis based on the overdue amount at the rate of 0.03%.

 

第七条 保密

Article 7. Confidentiality

 

本协议的全部条款、本协议本身以及从本协议中可获取的信息均为保密信息, 任何一方不应向任何第三方披露。为履行本协议之目的,在确需知晓的基础上, 一方(“披露方”)可向其与履行本协议有关的高管、董事、雇员、代理人和专业顾问披露,但应确保该等高管、董事、雇员、代理人和专业顾问同样遵守本协 议项下的保密义务,如披露方的高管、董事、雇员、代理人或专业顾问违反本协议项下的保密义务,将视为披露方违反本协议项下的保密义务;如果双方根据法律要求而需要向政府、公众或者股东披露有关本协议的信息或者将本协议交至有关机构备案则属例外,但披露方应立即通知另一方。不论本协议是否变更、解除或终止,均不影响本条的效力。

All terms of this Agreement, this Agreement itself and any information derived from this Agreement are confidential and should not be disclosed by any Party to any third party, provided that, any Party (the “Disclosing Party”) hereto may disclose confidential information or permit the disclosure of confidential information (a) to its officers, directors, employees, agents and professional advisors on a need-to-know basis for the performance of its obligations in connection herewith so long as such officers, directors, employees, agents and professional advisors are subject to the confidentiality provisions herein and the breach of such officers, directors, employees, agents and professional advisors shall be deemed as the breach of the Disclosing Party and (b) to the extent required by applicable laws to disclose the confidential information to the governmental authorities, the public or its shareholders or filed with relevant institutions, provided that such Disclosing Party shall provide the other Party with prompt written notice of that fact. This Article 7 shall remain in force and effective regardless of whether this Agreement is modified or terminated.

 

 

第八条 补充与变更

Article 8. Supplementation and Modification of this Agreement

 

本协议可根据双方达成一致的书面意见进行修改或补充,由此形成的补充协议与本协议具有相同法律效力。

This Agreement may be modified or supplemented with the written approval of the Parties. Such supplementation and modification, in the form of supplementary agreements, shall constitute an integral part of this Agreement.

 

第九条 解除与终止

Article 9. Termination

 

1、 因不可抗力致使本协议不可履行,经双方书面确认后本协议终止。

This Agreement shall be terminated upon the written confirmation by the Parties, if the obligations hereunder cannot be performed due to force majeure.

 

2、 双方可协商一致以书面形式终止本协议。

This Agreement may be terminated upon mutual consent in writing of the Parties.

 

3、 本协议的一方严重违反本协议,致使对方不能实现协议目的,对方有权书面通知违约方解除本协议^。

This Agreement may be terminated by either Party, by written notice to the other Party, if there is a material breach of this Agreement by such other Party, due to which the purpose of this Agreement cannot be reached.

 

4、 本协议的解除,不影响守约方向违约方追究违约责任。The termination of this Agreement shall not exempt the defaulting Party from taking responsibility for its breaches of this Agreement.

 

 

第十条 不可抗力

Article 10. Force Majeure

 

1、 任何一方因有不可抗力致使全部或部分不能履行本协议或迟延履行本协议,应自不可抗力事件发生之日起三日内,将事件情况以书面形式通知另一方, 并自事件发生之日起三十日内,向另一方提交导致其全部或部分不能履行或迟延履行的证明。

If either Party, due to force majeure, cannot fully or partially perform its obligations hereunder, or delays performing its obligations hereunder, such Party shall, within three (3) days from the date of the occurrence, notify the other Party of the force majeure, and within thirty (30) days of the occurrence, submit the relevant credentials concerning its failure to fully or partially perform its obligations hereunder, or its delay in performing its obligations hereunder, due to such force majeure.

 

2、 遭受不可抗力的一方应采取一切必要措施减少损失,能继续履行的,在事件消除后立即恢复本协议的履行。不能履行的,经双方协商一致后,可以终止

 

^本协议。The Party suffering from force majeure shall take all requisite measures to reduce the loss. Such Party shall continue to perform its obligations hereunder if the force majeure ceases and it can perform its obligations. If such Party cannot perform its obligations hereunder, this Agreement shall be terminated upon mutual consent in writing of the Parties.

 

3、 本协议所称“不可抗力”是指不能预见、不能克服、不能避免的客观事件,包括但不限于洪水、地震、火灾、风暴、战争、民众骚乱、罢工等。

For the purpose of this Agreement, force majeure refers to any objective circumstance which is unforeseeable, insurmountable and unavoidable, including but not limited to flood, earthquake, fire, typhoon, war, riots and strikes.

 

第十一条 适用法律与争议的解决

Article 11. Governing Law and Dispute Resolution

 

1、 本协议适用中华人民共和国香港特别行政区法律并据此解释。

This Agreement shall be governed by and construed in accordance with laws of the Hong Kong Special Administrative Region of the People’s Republic of China.

 

2、 在本协议履行期间,凡因履行本协议所发生的或与本协议有关的一切争议,双方应首先通过友好协商解决。协商不能解决时,任何一方均有权向香港国际仲裁中心申请仲裁,仲裁地点为香港。仲裁结果是终局的,对双方均有约束力。 Disputes arising from or in connection with this Agreement shall be settled through friendly negotiation between the Company and the Investor. In the event the Company and the Investor are unable to settle a dispute between them regarding this Agreement, such dispute shall be submitted to Hong Kong International Arbitration Centre for arbitration in Hong Kong. The arbitral award shall be final and binding upon the Parties. Disputes arising from or in connection with the interpretation or the performance of this Agreement shall be settled through friendly negotiation between the Parties.

 

 

第十二条 协议的解释

Article 12. Interpretation of this Agreement

 

1、 本协议各条款的标题仅为方便而设,不影响标题所属条款的意思。

The title of each Article of this Agreement is only for convenience, and shall not affect the meaning of the terms under such Article.

 

2、 本协议以中文编制并签署。本协议的任何英文版本仅为参考而提供。如果其中文版本与英文版本之间存在任何不一致之处,则以中文版本为准。

This Agreement is prepared and executed in Chinese. Any English version of this Agreement is provided for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.

 

第十三条 其他

Article 13. Miscellaneous

 

1、 一方未能行使、迟延行使或部分行使其在本合同项下的任何权利、权力或补救并不构成对它们的放弃或部分放弃,亦不影响该方对该等权利、权力或补救的进一步行使或对任何其他权利、权力或补救的行使。在任何法律项下本合同任何条款之不合法、无效或不可执行不影响其在任何其他法律项下的合法性、有效性或可执行性,也不影响其他任何条款的合法性、有效性或可执行性。双方应当在合法的范围内协商确定新的条款,以保证最大限度地实现原有条款的意图。

The failure, delay or partial exercise of any Party of its rights hereunder shall not constitute a waiver of any of such rights, and shall not affect the further exercise of such rights or exercise of any other right, power or remedy entitled by such Party. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the Parties shall negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most closely effectuates the Parties’ intent in entering into this Agreement, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby.

 

2、 本合同项下的所有通信沟通应采用书面方式,并应送达或发送至双方的如下通信地址:

All notices, requests, claims, demands and other communications hereunder shall be inwriting and shall be given or made to the Company or the Subscriber to the addresses specified below:

 

至公司 

收件人：	[xxx]
通信地址：	[xxx]
电话：	[xxx]
邮箱：	[xxx]

 

If to the Company

Attn:	[xxx]
Address:	[xxx]
Tel:	[xxx]
Email:	[xxx]

 

 

至认购人

收件人：	[xxx]
通信地址：	[xxx]
电话：	[xxx]
邮箱：	[xxx]

 

If to the Subscriber

Attn:	[xxx]
Address:	[xxx]
Tel:	[xxx]
Email:	[xxx]

 

双方在本合同生效之后可以提前七(7)日发出书面通知更新上述收件人、通信地址。任何通信必须发送给指定的收件人并且含有充分的提示和/或说明,以使其一见即知与本合同下所述事项有关。如通过专人递送,该通信递交对方收件人或其代理人即视为送达;如以信件方式发送,该通信在发送以后的三(3)日视为送达;如以电子邮件方式进行的通知以邮件系统显示电子邮件发出时视为送达, 该电子邮件被邮件系统退回的除外。

After the execution of this Agreement, each Party may update the above recipient and address by written notice seven (7) days in advance. All notices shall be addressed to the designated recipient and contain sufficient notifications and/or instructions to make the recipient immediately aware of its relevance to this Agreement. The documents shall be conclusively deemed to have been duly delivered and received: (i) on the date when the courier delivers the above documents or notification to the designated recipient or agent when sent by courier, (ii) three (3) days after such document or notification has been posted when sent by mail; (iii) on the date when the email system indicates the email has been sent when sent by email unless the email is rejected by the email system.

 

3、 双方应各自承担其在本合同下发生的任何费用或开支,包括税费、律师费用、财务顾问费用等。

Each Party shall bear its own costs or expenses incurred under this Agreement, including taxes, attorneys’ fees, financial advisers’ fees, etc.

 

4、 本协议一式五份,效力同等。各方当事人各执一份。

This Agreement shall be executed in five counterparts, and each Party shall keep one copy respectively, with the same legal effect.

 

(以下无正文)(The remainder of this page has been intentionally left blank)

 

 

(本页为签字页,无正文)
(Signature Page without Texts)

 

公司/Company: Luokung Technology Corp.
签署/By：	/s/ Xuesong Song
姓名/Name:	Xuesong Song
职位/Title:	Chief Executive Officer
认购人/Subscriber: Lin Zhongxiong
签署/By：	/s/ Lin Zhongxiong
姓名/Name:	Lin Zhongxiong
认购人/Subscriber: Duanmu Xiaoyi
签署/By：	/s/ Duanmu Xiaoyi
姓名/Name:	Duanmu Xiaoyi
认购人/Subscriber: Liu Zhiqing
签署/By：	/s/ Liu Zhiqing
姓名/Name:	Liu Zhiqing
认购人/Subscriber: Xue Congyan
签署/By：	/s/ Xue Congyan
姓名/Name:	Xue Congyan

 

Exhibit 5.1

 

Our ref:          YCU/846640-000001/31379763v2

 

Luokung Technology Corp.

Room 805, West Tower, Century Fortune Center

Guanghua Road

Chaoyang District, Beijing

People’s Republic of China 100020

 

22 January 2025

 

Dear Sirs

 

Luokung Technology Corp. (the “Company”)

 

We have acted as counsel as to British Virgin Islands law to the Company and have been asked to provide this legal opinion in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “SEC Act”) (including its exhibits, the “Registration Statement”) for the purposes of, registering with the Commission under the SEC Act, and relates to the resale, from time to time, by the selling shareholders named in the Registration Statement (the “Selling Shareholders”), of up to 3,850,792 ordinary shares of par value US$0.0001 each of the Company (the “Resale Shares”) issued by the Company to the Selling Shareholders pursuant to the Transaction Documents (as defined below).

 

We are furnishing this opinion as Exhibits 5.1 and 23.3 to the Registration Statement.

 

1

Documents Reviewed

 

We have reviewed originals, copies, drafts or conformed copies of the following documents:

 

1.1

The public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin Islands (the “Registry of Corporate Affairs”) on 21 January 2025, including the Company’s Certificate of Incorporation dated 27 October 2009, the Certificate of Change of Name dated 17 December 2009, the Certificate of Change of Name dated 20 August 2018 and the amended and restated memorandum and articles of association registered on 22 October 2024 and amended by written resolutions of the board of directors of the Company dated 9 December 2024 (the “Memorandum and Articles”).

 

1.2

The written resolutions of the board of directors of the Company dated 17 July 2024, 18 July 2024 and 20 January 2025 (the “Resolutions”).

 

1.3

A certificate of incumbency dated 21 January 2025, issued by Maples Corporate Services (BVI) Limited, the Company’s registered agent (the “Registered Agent’s Certificate”).

 

1.4

A certificate of good standing with respect to the Company issued by the Registrar of Corporate Affairs dated 21 January 2025 (the “Certificate of Good Standing”).

 

 

1.5

A certificate from a director of the Company (the “Director’s Certificate”) (a copy of which is appended to this opinion at Appendix A).

 

1.6

The Registration Statement.

 

1.7

The issuance instructions dated 16 October 2024 and 22 October 2024 from the Company to ClearTrust, LLC (the “Issuance Instructions”).

 

1.8

The debt conversion agreement dated 8 July 2024 entered into between the Company and Dragon Frontier Limited (the “Debt Conversion Agreement”).

 

1.9

The ordinary share subscription agreement dated 10 July 2024 entered into between the Company, Lin Zhongxiong, Duanmu Xiaoyi, Liu Zhiqing and Xue Congyan (the “Subscription Agreement”, together with the Issuance Instructions and the Debt Conversion Agreement, the “Transaction Documents”).

 

2

Assumptions

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. In giving the following opinions we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Registered Agent’s Certificate, the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1

Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

 

2.2

All signatures, initials and seals are genuine.

 

2.3

All public records of the Company which we have examined are accurate and the information disclosed by the searches which we conducted against the Company at the Registry of Corporate Affairs is true and complete and such information has not since then been altered and such searches did not fail to disclose any information which had been delivered for registration but did not appear on the public records at the date of our searches.

 

2.4

There is nothing contained in the minute book or corporate records of the Company (which, other than the records set out in paragraphs 1.1 to 1.4 of this opinion letter, we have not inspected) which would or might affect the opinions set out below.

 

2.5

There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions set out below.

 

2.6

The Company will receive money or money’s worth in consideration for the issue of the Resale Shares and none of the Resale Shares were or will be issued for less than par value.

 

3

Opinions

 

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1

The Company is a company limited by shares incorporated with limited liability under the BVI Business Companies Act (As Revised) (the “Act”), is in good standing at the Registry of Corporate Affairs, is validly existing under the laws of the British Virgin Islands and possesses the capacity to sue and be sued in its own name.

 

 

3.2

The Company is authorized to issue (a) 1,000,000,000 ordinary shares of par value of US$0.0001 each; (b) 5,000,000 preferred shares of par value of US$0.0001 each; (c) 21,794,872 series A preferred shares of par value of US$0.0001 each and (d) 1,500,310 series B preferred shares of par value of US$0.0001 each.

 

3.3

The issue and allotment of the Resale Shares by the Company, and the resale of the Resale Shares by the Selling Shareholders as contemplated by the Registration Statement and the Transaction Documents have been duly authorised, and when allotted, issued and paid for as contemplated in the Registration Statement and the Transaction Documents, the Resale Shares will be legally issued and allotted and (assuming the purchase price therefor has been paid in full) fully paid and non-assessable. As a matter of British Virgin Islands law, a share is only issued when it has been entered in the register of members.

 

4

Qualifications

 

The opinions expressed above are subject to the following qualifications:

 

4.1

To maintain the Company in good standing with the Registrar of Corporate Affairs under the laws of the British Virgin Islands, annual filing fees must be paid and returns made to the Registrar of Corporate Affairs within the time frame prescribed by law.

 

4.2

Under British Virgin Islands law, the register of members is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a British Virgin Islands court for a determination on whether the register of members reflects the correct legal position. Further, the British Virgin Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. For the purposes of the opinion given in paragraph 3.3, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Resale Shares, then the validity of such shares may be subject to re-examination by a British Virgin Islands court.

 

4.3

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

 

4.4

In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the heading “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the SEC Act, or the rules and regulations of the Commission thereunder.

 

Yours faithfully

 

/s/ Maples and Calder (Hong Kong) LLP 

Maples and Calder (Hong Kong) LLP

 

 

3

 

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the inclusion in this Registration Statement on Form F-1 of Luokung Technology Corp. and. Subsidiaries filed on January 22, 2025 of our report dated May 15, 2023 relating to the consolidated financial statements of Luokung Technology Corp. and. Subsidiaries as of and for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in this Registration Statement.

 

	MSPC
	Certified Public Accountants and Advisors,
	A Professional Corporation
New York, New York
January 22, 2025

 

 

Exhibit 23.2

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation of our report dated October 22, 2024 in the Registration Statement on Form F-1, under the Securities Act of 1933, with respect to the consolidated balance sheet of Luokung Technology Corp. and Subsidiaries (collectively referred to as the “Company”) as of December 31, 2023, the related consolidated statements of operations and comprehensive loss, changes in shareholder’s equity and cash flows for the year ended December 31, 2023 and the related notes. We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.

 

 

Thomas Tsang

MRI Moores Rowland LLP

 

Singapore

 

January 22, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MRI Moores Rowland LLP (T14LL1146H)

 

72 Anson Road #07-04 Anson House, Singapore 079911
Web www.mooresrowland.sg Tel + 65 6221 6116

 

Offices in

Australia | China | Hong Kong | India | Indonesia | Japan | Malaysia | Philippines | Singapore | Taiwan | Tajikistan | Thailand | Vietnam

Exhibit 107

CALCULATION OF FILING FEE TABLES

 

Form F-1

(Form Type)

 

Luokung Technology Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

		Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Fees to Be Paid		Equity		Ordinary Share, $0.0001 par value per share(1)		457(c)			3,850,792			$	1.69	(2)		$	6,507,838.48			$	0.00015310			$	996.35
		Total Offering Amounts														$	6,507,838.48							$	996.35
		Total Fees Previously Paid															-								-
		Total Fee Offsets															-								-
		Net Fee Due																						$	996.35

 

(1)

Includes 3,850,792 Ordinary Shares currently held by certain shareholders of the Registrant. In the event of a stock split, stock dividend or other similar transaction involving the registrant’s Ordinary Shares, in order to prevent dilution, the number of Ordinary Shares registered hereby shall be automatically increased to cover the additional Ordinary Shares in accordance with Rule 416(a) under the Securities Act.

 

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price per share and aggregate offering price are based on the average of the high and low prices of the Registrant’s Ordinary Shares on January 17, 2025, as reported on the Nasdaq.

 

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