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ACTING IN CONCERT AGREEMENT
This Acting in Concert Agreement
(the "Agreement") is executed on July 5, 2025 by the following parties:
| a) | Mr. Zhanchang Xin, a natural person of Chinese nationality with ID Card No.: [ ] (" Party A "); | |
| b) | Party A's Holding Company: Ahanzhai Development Limited, a British Virgin Islands company (" Party A's Holding Company "); | |
| c) | Ms. Furong Cao, a natural person of Chinese nationality with ID Card No.: [ ], and a director of BGM Group Ltd (" Party B "); | |
| d) | Party B's Holding Company: LX Management Company Limited, a Hong Kong company (" Party B's Holding Company "). |
Each of the parties above is referred to herein
individually as a "Party". Party A, Party A's Holding Company, Party B and Party B's Holding Company are referred to
herein collectively as the "Parties."
THEREFORE, THE PARTIES AGREE UNANIMOUSLY TO
THE FOLLOWING ARRANGEMENTS:
Article 1 - Acting in Concert Arrangements
1.1 During the effective period (the "Effective
Period") commencing from the date that the Parties sign this Agreement (the "Commencing Date") until the Termination
(as defined below), the Parties shall be deemed as actors in concert. Party B shall, and shall cause Party B's Holding Company to, act
in concert with Party A and/or Party A's Holding Company in relation to all matters that require the decisions of the shareholders of
the Company and/or the directors of the Board, including but not limited to all the matters stipulated in the memorandum and articles
of association of the Company that need to be resolved at a shareholders' meeting and/or director meeting, specifically including:
a. nomination, appointment and removal of directors
b. nomination, appointment and removal of the
Chief Executive Officer of the Company;
c. approving or adjusting business plan or investment
plan of the Company;
d. any amendment to the Memorandum and Articles
of Association of the Company;
e. other material matters in relation to the
operation or management of the Company.
Article 2 - Decision Making Process
2.1 For the purpose of Article 1
above, before the Parties act in concert, Party A and Party B shall consult and discuss the matters that require action in concert. Each
of Party A and Party B agrees and confirms that:
(1) if Party A and Party B reach
a unanimous agreement in relation to the matters that require consents, resolutions or voting by directors, both Party A and Party B
shall vote in accordance to the unanimously agreed decision on such matters; if a unanimous decision cannot be reached, the both Party
A and Party B shall vote against such matters; and
(2) if Party A's Holding Company
and Party B's Holding Company reach a unanimous agreement in relation to the matters that require consents, resolutions or voting by
shareholders, both Party A's Holding Company and Party B's Holding Company shall vote in accordance to the unanimously agreed decision
on such matters; if a unanimous decision cannot be reached, then both Party A's Holding Company and Party B's Holding Company shall vote
against such matters.
Article 3 - Representations, Warranties
3.1 Each Party has the capacity and authority
to enter into and perform this Agreement, which constitutes a legal, valid and binding obligation upon the Parties.
3.2 Neither Party shall enter into any
agreement or contract with any third party that is identical or similar to the terms of this Agreement without the prior written consent
3.3 Each Party shall keep confidential
any documents, materials, trade secrets, or other confidential information of the other Party obtained as a result of acting in concert.
3.4 The obligations undertaken herein
are lawful and do not conflict with any other contractual obligations or violate any law.
Article 4 - Effectiveness and Duration
4.1 This Agreement shall come into force
from the Commencing Date and shall remain effective until terminated by written agreement of the Parties (the "Termination").
4.2 All provisions relating to acting
in concert are irrevocable during the Effective Period, and neither Party may rescind this Agreement or enter into any arrangement or
agreement regarding concerted action with any third party without the prior written consent of the other Party.
Article 5 - Liability for Breach
5.1 Each Party shall strictly observe
its obligations under this Agreement and act in concert as agreed. Any failure or partial failure to perform this Agreement shall constitute
5.2 In the event of a breach of this Agreement
by any Party (the "Breaching Party"), the non-breaching Party (the "Non-Breaching Party") shall be
(a) seek specific performance and injunctive
relief to compel compliance with the terms of this Agreement, without the requirement to post bond or other security; and
(b) claim damages for all direct and indirect
losses, costs and expenses (including but not limited to legal fees and costs) suffered as a result of such breach.
5.3 The Breaching Party shall indemnify
and hold harmless the Non-Breaching Party from and against any and all claims, demands, actions, suits, liabilities, losses, damages,
costs and expenses (including reasonable legal fees) arising from or relating to such breach.
Article 6 - Governing Law and Dispute
6.1 This Agreement shall be governed by
the laws of Hong Kong without giving effect to the conflicts of law principles thereof.
6.2 Any dispute arising from or in connection
with the performance of this Agreement shall be resolved through friendly consultation. Failing such consultation, either Party may submit
the dispute to the Hong Kong International Arbitration Centre ("HKIAC") for arbitration in accordance with the Administered
Arbitration Rules of HKIAC then in effect. The language of the arbitration shall be English.
Article 7 - Amendment and Miscellaneous
7.1 Any amendment or termination of this
Agreement shall be effected only by a written agreement signed by both Parties.
7.2 This Agreement constitutes the full
and entire understanding and agreement among the Parties with regard to the subjects hereof and supersedes all other agreements between
or among any of the Parties with respect to the subject matter hereof. After the execution and delivery of this Agreement, to the extent
that there is any conflict between this Agreement and any provision of any other agreement, arrangement or understanding, the terms and
conditions of this Agreement shall prevail.
7.3 If any provision of this Agreement
is found to be invalid or unenforceable, such provision shall be severed from the remainder of this Agreement, which shall remain in
full force and effect unless the severed provision is essential to the rights or benefits intended by the Parties.
7.4 This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
7.5 This Agreement is executed in triplicate;
each Party holds one copy, and the Company retains one copy. All copies have equal legal effect.
[Signature page to follow]
IN WITNESS WHEREOF, the parties have executed
this Agreement on the date first written above.
| /s/ Zhanchang Xin | |
| ZHANCHANG XIN | |
| /s/ Furong Cao | |
| FURONG CAO | |
| /s/ Zhanchang Xin | |
| Zhanchang Xin for and on behalf of AHANZHAI DEVELOPMENT LIMITED | |
| /s/ Furong Cao | |
| Furong Cao for and on behalf of LX MANAGEMENT COMPANY LIMITED |