F-1/A

As filed with the Securities and Exchange Commission on July 13, 2023

Registration No. 333-273093

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BIOLINGUS (CAYMAN) LIMITED

(Exact name of registrant as specified in its charter)

Cayman Islands	2834	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Grossmatt 6

CH-6052 Hergiswil NW

Switzerland

+41786645430

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

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31st Floor,

New York, NY 10036Tel: (212) 930-9700

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

Copies to:

Benjamin Tan, Esq. Sichenzia Ross Ference LLP 1185 Avenue of the Americas, 31st Floor New York, NY 10036 Tel: (212) 930-9700 Fax: (212) 930-9725 Ross D. Carmel, Esq. Carmel, Milazzo & Feil LLP 55 West 39th Street, 4th Floor New York, NY 10018 Tel: 212-658-0458 Fax: (646) 838-1314

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

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 of 1933, 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, please 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 of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with 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 which specifically states that this registration statement shall the become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange 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 the securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED July 13, 2023,

BIOLINGUS (CAYMAN) LIMITED

3,000,000 Ordinary Shares

This is the initial public offering (the “Offering”) of BioLingus (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, whose principal place of business is in Switzerland. As a holding company with no operations, we conduct all of our operations through our subsidiaries in Switzerland and to a lesser extent, Hong Kong SAR (“HK SAR”), the People’s Republic of China (“PRC”) and Australia.

The ordinary shares, par value US$0.000001 (“Ordinary Shares”) offered in this Offering are shares of the holding company that is incorporated in the Cayman Islands.

Investors are cautioned that you are not buying shares of any of our subsidiaries but instead are buying shares of a Cayman Islands holding company with operations conducted by our subsidiaries in Switzerland, HK SAR, the PRC and Australia and that this structure involves unique risks to investors. Our subsidiaries in HK SAR and the PRC and indirectly wholly-owned by us. We do not use a Variable Interest Entity structure. Investors of our Ordinary Shares should be aware that they may never directly hold equity interests in our subsidiaries.

No public market currently exists for our Ordinary Shares. We intend to apply for listing on The Nasdaq Capital Market under the symbol “SUBL” for the Ordinary Shares we are offering. We expect that the initial public offering price (the “Offering Price”) will be between $15 to $16 per Ordinary Share. We believe that upon the completion of the Offering, we will meet the standards for listing on The Nasdaq Capital Market. This offering is conditioned upon the successful listing of our Ordinary Shares on Nasdaq. If Nasdaq does not approve our listing application this Offering will be terminated.

We are and will be, on completion of the Offering, a “controlled company” as defined under the Nasdaq Stock Market Rule 5615(c) and IM-5615-5 as long as our founders, namely Yves Decadt, Sai Ying Thomas Ko and Didier Coquoz and their affiliates, own and hold more than 50% of our voting power as defined under the Nasdaq Rule 5615(c) and IM-5615-5. For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

● an exemption from the rule that a majority of our board of directors must be independent directors;

● an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

● an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of the Offering.

As of the date hereof, we are authorized to issue an unlimited number Ordinary Shares and we have 10,000,000 Ordinary Shares issued and outstanding.

We are an “emerging growth company” as defined in the Jumpstart Our Business Act of 2012, as amended, and, as such, are eligible for reduced public company reporting requirements. Investing in our ordinary shares involves risks. See “RISK FACTORS” beginning on page 23.

	Per Share	Total
Public offering price	$
Underwriting discounts and commissions to be paid by us(1)	$
Proceeds, before expenses, to us(1)(2)	$

(1)	We have agreed to pay the underwriter a discount equal to seven percent (7%) of the gross proceeds of the offering. In addition to the discount, we will also reimburse the Underwriter for its accountable out-of-pocket expenses not to exceed $250,000. See “Underwriting” in this prospectus for more information regarding our arrangements with the Underwriter.
(2)	The total estimated expenses related to this offering are set forth in the section entitled “Fees, Commission and Expense Reimbursement.”

We expect our total cash expenses payable to our underwriter, Univest Securities, LLC (the “Underwriter”), for its reasonable accountable expenses referenced above, exclusive of the above commissions to be $      . We estimate that the total expenses of this Offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting fees and commissions and Underwriter’s accountable expenses, will be approximately $ .

The Underwriter expects to deliver the Ordinary Shares to purchasers in the Offering on or about [●], 2023.

This Offering is being conducted on a firm commitment basis. The Underwriter has agreed to purchase and pay for all of the Ordinary Shares offered by this prospectus if they purchase any Ordinary Shares. We have also granted the Underwriter an option for a period of 45 days from the date of this prospectus supplement to purchase up to 15% of the Ordinary Shares in this Offering at the Offering price, less underwriting commissions and discounts, to cover any over-allotments.

BioLingus (Cayman) Limited is an exempted company with limited liability incorporated under the laws of the Cayman Islands and structured as a holding company. As a holding company with no material operations of our own, we conduct all of our operation through our Swiss subsidiary, Biolingus IP GmbH, our HK SAR subsidiary, BioLingus (Hong Kong) Limited, our PRC subsidiary, BioLingus Beijing and our Australian subsidiary BioLingus Research (Australia) Pty Ltd.

Because of our corporate structure as an exempted company with limited liability incorporated under the laws of the Cayman Islands and structured as a holding company with some operations conducted by our PRC subsidiary, it involves unique risks to investors. Investors in our Ordinary Shares should be aware that they do not directly hold equity interests in BioLingus Beijing or BioLingus (Hong Kong) Limited, but rather are purchasing equity solely in BioLingus (Cayman) Limited, our Cayman Islands holding company, which indirectly owns 100% equity interests in BioLingus (Hong Kong) Limited and BioLingus Beijing. Chinese regulatory authorities could change the rules and regulations regarding foreign ownership in the industry in which we operate, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. Our Ordinary Shares offered in this Offering are shares of our Cayman Islands holding company instead of shares of our subsidiaries in China. See “Risk Factors – Risks Related to Doing Business in China – The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if our subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors” on page 36.

Investing in our Ordinary Shares involves a high degree of risk. Before buying any Ordinary Shares, you should carefully read the discussion of material risks of investing in our Ordinary Shares in “Risk Factors” beginning on page 23 of this prospectus.

In particular, as some of our operations are conducted through our HK SAR and PRC subsidiaries, we are subject to certain legal and operational risks associated with our operations in HK SAR and China, including risks resulting from changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or United States regulations may materially and adversely affect our business, financial condition and results of operations. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks could result in a material change in our operations and/or the value of our Ordinary Shares or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Ordinary Shares to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

On December 28, 2021, the Cyberspace Administration of China (the “CAC”), together with 12 other governmental departments of the PRC, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures requires that an online platform operator which possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries. As confirmed by our PRC counsel, Beijing DeHeng Law Office , since we are not an online platform operator that possesses over one million users’ personal information, we are not subject to the cybersecurity review with the CAC under the Cybersecurity Review Measures, and for the same reason, we will not be subject to the network data security review by the CAC if the Draft Regulations on the Network Data Security Administration (Draft for Comments) (the “Security Administration Draft”) are enacted as proposed. See “Risk Factors — Risks Related to Doing Business in China — The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if our subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors” on page 36.

As of the date of this prospectus, as advised by our PRC counsel, Beijing DeHeng Law Office, no relevant laws or regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission, or the CSRC, or any other PRC governmental authorities for our overseas listing plan, nor has our Cayman Islands holding company, any of our subsidiaries received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities. However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange. The Standing Committee of the National People’s Congress, or the SCNPC, or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our company or any of our subsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S. In other words, although the Company is currently not required to obtain permission from any of the PRC central (or national) or local government to obtain such permission and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice. See “Risk Factors — Risks Related to Doing Business in China” beginning on page 29 and “— Risks Related to this Offering,” beginning on page 46 of this prospectus for a discussion of these legal and operational risks and information that should be considered before making a decision to purchase our Ordinary Shares.

In addition, since 2021, the Chinese government has strengthened its anti-monopoly supervision, mainly in three aspects: (1) establishing the National Anti-Monopoly Bureau; (2) revising and promulgating anti-monopoly laws and regulations, including: the Anti-Monopoly Law (the amendment to the PRC Anti-Monopoly Law issued on June 24, 2022 and will be effective from August 1, 2022), the anti-monopoly guidelines for various industries, and the detailed Rules for the Implementation of the Fair Competition Review System; and (3) expanding the anti-monopoly law enforcement targeting Internet companies and large enterprises. 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 a U.S. or other foreign exchange because neither the Company nor its HK SAR or PRC subsidiaries engage in monopolistic behaviors that are subject to these statements or regulatory actions.

Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the Public Company Accounting Oversight Board, or the PCAOB, is unable to inspect an issuer’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a U.S. stock exchange. The PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. Furthermore, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. On June 22, 2021, United States Senate has passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of “non-inspection years” from three years to two years, and thus, would reduce the time before our securities may be prohibited from trading or delisted if the PCAOB determines that it cannot inspect or investigate completely our auditor. On December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring 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, thus reducing the time period for triggering the prohibition on trading. On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of Finance of China. The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and HK SAR, as required under U.S. law. The SOP Agreement remains unpublished and is subject to further explanation and implementation. In other words, the SOP Agreement is just the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and HK SAR. Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction. According to the PCAOB, its December 2021 determinations under the HFCAA remain in effect. The PCAOB is required to reassess these determinations by the end of 2022. Under the PCAOB’s rules, a reassessment of a determination under the HFCAA may result in the PCAOB reaffirming, modifying or vacating the determination. However, if the PCAOB continues to be prohibited from conducting complete inspections and investigations of PCAOB-registered public accounting firms in mainland China and HK SAR, the PCAOB is likely to determine by the end of 2022 that positions taken by authorities in the PRC obstructed its ability to inspect and investigate registered public accounting firms in mainland China and HK SAR completely, then the companies audited by those registered public accounting firms would be subject to a trading prohibition on U.S. markets pursuant to the HFCAA. On December 16, 2022, the Chairwoman of the House Committee on Financial Services announced that PCAOB had determined that it had gained complete and unfettered access to be able to inspect China-based and HK SAR-based PCAOB-registered accounting and audit firms.

As of the date of the prospectus, WWC, P.C., our auditor, is not subject to the determinations as to inability to inspect or investigate completely as announced by the PCAOB on December 16, 2021. The Company’s auditor is based in the U.S. and is registered with PCAOB and subject to PCAOB inspection. Despite the announcement on December 16, 2022, in the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company’s securities. See “Risk Factors — Risks Related to Doing Business in China — The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our Offering” on page 42.

We are permitted under the Cayman Islands laws to provide funding to our subsidiaries in the PRC and Hong Kong through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements. During the years ended April 30, 2022 and 2021, a total of $6,410 and $102,565, respectively, were transferred to BioLingus Beijing as capital injections for daily operations respectively and a total of $11,618 and $229,359, respectively, were paid to BioLingus Beijing as consultation fees for rendering research and development activities. All funds are transferred via bank transfers from BioLingus (Hong Kong) Limited’s bank account in HSBC Hong Kong and Hang Seng Bank to Biolingus Beijing’s bank account in Bank of China Beijing Branch and China Merchants Bank. No cash transfer and/or transfers of other assets between our Company and our subsidiaries has occurred during the six-month period ended October 31, 2022. A summary of cash transfers and/or transfers of other assets between our Company and our subsidiaries is as follows:

For the Fiscal Year Ended April 30, 2022
No.	Transfer From	Transfer To	Approximate Value ($)		Purpose
1	BioLingus HK	BioLingus Beijing		6,410	Capital injection to BioLingus Beijing
2	BioLingus HK	BioLingus Beijing		7,743	Payment of consultation fee
3	BioLingus HK	BioLingus Beijing		3,875	Payment of consultation fee

For the Fiscal Year Ended April 30, 2021
No.	Transfer From	Transfer To	Approximate Value ($)		Purpose
1	BioLingus HK	BioLingus Beijing		25,641	Payment of consultation fee
2	BioLingus HK	BioLingus Beijing		25,641	Payment of consultation fee
3	BioLingus HK	BioLingus Beijing		89,615	Payment of consultation fee
4	BioLingus HK	BioLingus Beijing		14,103	Payment of consultation fee
5	BioLingus HK	BioLingus Beijing		19,231	Payment of consultation fee
6	BioLingus HK	BioLingus Beijing		51,282	Payment of consultation fee
7	BioLingus HK	BioLingus Beijing		64,103	Capital injection to BioLingus Beijing
8	BioLingus HK	BioLingus Beijing		38,462	Capital injection to BioLingus Beijing
9	BioLingus HK	BioLingus Beijing		3,846	Payment of consultation fee

To date, no transfers, dividends, or distributions has been made to investors. We intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.  See “Prospectus Summary - Transfers of Cash to and from Our Subsidiaries”.

We currently have not maintained any cash management policies that dictate the purpose, amount and procedure of cash transfers between the Company, our subsidiaries, or investors. Rather, the funds can be transferred in accordance with the applicable PRC laws and regulations. To the extent cash or assets in the business is in the PRC or HK SAR or a PRC or HK SAR entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or HK SAR due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets. See “Risk Factors - Risks Related to Doing Business in China - To the extent cash or assets in the business is/are in the PRC or HK SAR or a PRC or HK SAR entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or HK SAR due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.”

Under existing PRC foreign exchange regulations, payment of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange, or the SAFE, by complying with certain procedural requirements. Therefore, our PRC subsidiary is unable to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations, such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents. Approval from, or registration with, appropriate government authorities is, however, required where the RMB is to be converted into foreign currency and remitted out of the PRC to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. Current PRC regulations permit our PRC subsidiary to pay dividends to the Company only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. As of the date of this prospectus, there are no restrictions or limitations imposed by the HK SAR government on the transfer of capital within, into and out of HK SAR (including funds from HK SAR to the PRC), except for transfer of funds involving money laundering and criminal activities. In Switzerland, dividends can be distributed to the shareholders only if the company is registered as a corporation or as a limited liability company. Dividends can be paid to the company’s shareholders only when the company has sufficient profits and the manner in which they are distributed is prescribed in the company’ statutory documents. 5% of the company’s profits must be distributed to the legal reserves of the company. The company’s legal reserves can be distributed to the shareholders only when their value reaches 50% of the legal entity’s stated capital. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. See “Prospectus Summary – Transfers of Cash to and from Our Subsidiaries,” “Prospectus Summary – Summary of Risk Factors,” and “Risk Factors - Risks Related to Doing Business in China - To the extent cash or assets in the business is/are in the PRC or HK SAR or a PRC or HK SAR entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or HK SAR due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets,” “Risk Factors - Risks Related to Doing Business in China - We are a holding company and we rely on our subsidiaries for funding dividend payments, which are subject to restrictions under PRC laws,” and “Risk Factors - Risks Related to Doing Business in China - Our PRC subsidiary is subject to restrictions on paying dividends or making other payments to us, which may have a material adverse effect on our ability to conduct our business.”

As a holding company, we may rely on dividends and other distributions on equity paid by our subsidiaries, including those based in the PRC and HK SAR, for our cash and financing requirements. If our PRC subsidiary incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. BioLingus (Cayman) Limited is permitted under the laws of the Cayman Islands to provide funding to our subsidiary incorporated in HK SAR through loans or capital contributions without restrictions on the amount of the funds. Our subsidiary is permitted under the respective laws of HK SAR to provide funding to BioLingus (Cayman) Limited dividend distribution without restrictions on the amount of the funds. There are no restrictions on dividend transfers from HK SAR to the Cayman Islands. Current PRC regulations permit BioLingus Beijing to pay dividends to the Company only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. The transfer of funds among companies are subject to the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases (2020 Second Revision, the “Provisions on Private Lending Cases”), which was implemented on January 1, 2021 to regulate the financing activities between natural persons, legal persons and unincorporated organizations. As advised by our PRC counsel, Beijing DeHeng Law Offices, the Provisions on Private Lending Cases do not prohibit using cash generated from one subsidiary to fund another subsidiary’s operations. We have not been notified of any other restriction which could limit our PRC subsidiary’s ability to transfer cash between subsidiaries. As of the date of this prospectus, neither the Company nor its subsidiaries have made transfers, dividends, or distributions to investors and no investors have made transfers, dividends, or distributions to the Company or its subsidiaries. As of the date of this prospectus, no dividends, distributions or transfers has been made between BioLingus (Cayman) Limited and any of its subsidiaries. We do not expect to pay any cash dividends in the foreseeable future. See “Prospectus Summary – Transfers of Cash to and from Our Subsidiaries,” on page 12, “Prospectus Summary – Summary of Financial Position and Cash Flows of BioLingus (Cayman) Limited” on page 21, and “Consolidated Financial Statements” starting from page F-1.

We are an “Emerging Growth Company” under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. Please read “Implications of Our Being an ‘Emerging Growth Company” beginning on page 18 of this prospectus for more information.

Neither the 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.

This prospectus does not constitute, and there will not be, an offering of securities to the public in the Cayman Islands.

UNIVEST SECURITIES, LLC

The date of this prospectus is _____________, 2023.

TABLE OF CONTENTS

Commonly Used Defined Terms	1
Market and Industry Data	3
Cautionary Statement Regarding Forward Looking Statements	3
Prospectus Summary	5
Risk Factors	23
Use of Proceeds	58
Dividend Policy	58
Exchange Rate Information	60
Selected Historical Financial and Operating Data	65
Capitalization	66
Dilution	67
Management’s Discussion and Analysis of Financial Condition and Results of Operations	68
Industry	79
Our Competitive Strengths	82
Our Growth Strategy	83
Our Challenges	83
Business	84
Regulations	103
Management	105
Executive Compensation	111
Related Party Transactions	112
Principal Shareholders	114
Description of Ordinary Shares	115
Shares Eligible for Future Sale	129
Taxation	130
Enforceability of Civil Liabilities	145
Underwriting	148
Expenses Relating to this Offering	157
Legal Matters	157
Experts	157
Interests of Named Experts and Counsel	158
Disclosure of Commission Position on Indemnification	158
Where You Can Find Additional Information	158
Index to Financial Information	F-1

i

You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free-writing prospectus. We are offering to sell, and seeking offers to buy, the Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where offers and sales are permitted and lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ordinary shares.

Neither we nor the Underwriter have/has taken any action that would permit a public offering of the Ordinary Shares outside the United States or permit the possession or distribution of this prospectus or any related free-writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any related free-writing prospectus must inform themselves about and observe any restrictions relating to the Offering of the Ordinary Shares and the distribution of the prospectus outside the United States.

We obtained the statistical data, market data and other industry data and forecasts described in this prospectus from market research, publicly available information and industry publications. Industry publications generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy and completeness of the information. Similarly, while we believe that the statistical data, industry data and forecasts and market research are reliable, we have not independently verified the data. We have not sought the consent of the sources to refer to their reports appearing or incorporated by reference in this prospectus.

We were incorporated under the laws of the Cayman Islands as an exempted company with limited liability and a majority of our issued and outstanding securities are owned by non-U.S. residents. Under the rules of the SEC, we currently qualify for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934.

Until [●], 2023 (the 25^th day after the date of this prospectus), all dealers that buy, sell or trade Ordinary Shares, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

COMMONLY USED DEFINED TERMS

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

● “Amended Memorandum and Articles” are to our second amended and restated memorandum and articles of association of the Company to be in effect upon completion of this Offering;

● “BioLingus Australia” refers to BioLingus Research (Australia) Pty Ltd;

● “BioLingus Beijing” refers to the Company’s indirect wholly-owned Chinese subsidiary;

● “BioLingus BVI” refers to BioLingus (BVI) Limited;

● “BioLingus Cayman” or “Company” refers to BioLingus (Cayman) Limited;

● “BioLingus HK” refers to BioLingus (Hong Kong) Limited;

● “Board” refers to the board of directors of BioLingus (Cayman) Limited;

● “BVI” refers to the British Virgin Islands;

● “BVI Act” is to the BVI Business Companies Act (As Revised) as the same may be amended from time to time.

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● “Cayman Companies Act” refers to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.

● “China” or the “PRC” are to the People’s Republic of China, excluding Taiwan and includes the special administrative regions of HK SAR and Macau for the purposes of this prospectus only. The only instances when “PRC” or “China” do not include HK SAR or Macau are when specific laws and regulations are adopted by the PRC;

● “HK SAR” is to Hong Kong, Special Administrative Region, People’s Republic of China;

● “SEC” means the U.S. Securities and Exchange Commission;

● “shares,” “Shares,” “ordinary shares” or “Ordinary Shares” are to the ordinary shares of BioLingus (Cayman) Limited;

● “we,” “us,” “our company,” “our,” and “Company” are to BioLingus (Cayman) Limited, a Cayman Islands company, and do not include its BVI subsidiary, BioLingus (BVI) Limited, the latter’s subsidiaries – BioLingus Research (Australia) Pty Ltd and BioLingus (Hong Kong) Limited and BioLingus (Hong Kong) Limited’s subsidiaries, BioLingus Beijing and Biolingus IP GmbH.

● All references to “Australian dollars,” “AUD” or “A$” are to the legal currency of Australia;

● All references to “H.K. dollars,” “HKD” or “HK$” are to the legal currency of HK SAR;

● All references to “RMB” or “yuan” are to the legal currency of the People’s Republic of China;

● All references to “Swiss Francs” or “CHF” are to the legal currency of Switzerland;

● All references to “U.S. dollars,” “dollars,” “USD,” “US$” or “$” are to the legal currency of the United States.

Our business is conducted by our indirect wholly-owned entities in HK SAR, using HK$, the currency of HK SAR, in the PRC, using RMB, the currency of the PRC, in Australia, using A$, the currency in Australia and in Switzerland, using CHF, the currency of Switzerland. Our condensed consolidated financial statements are presented in United States dollars. In this prospectus, we refer to assets, obligations, commitments and liabilities in our condensed consolidated financial statements in United States dollars. These dollar references are based on the exchange rate of HK$, RMB, A$ and CHF to United States dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of United States dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars).

This prospectus contains translations of certain HK$, RMB, A$ and CHF amounts into US$ amounts at specified rates solely for the convenience of the reader. The relevant exchange rates are listed below:

	For the Fiscal Year Ended April 30, 2022		For the Fiscal Year Ended April 30, 2021
Period Ended HK$: US$ exchange rate		7.8000		7.8000
Period Average HK$: US$ exchange rate		7.8000		7.8000

	For the Fiscal Year Ended April 30, 2022		For the Fiscal Year Ended April 30, 2021
Period Ended RMB: US$ exchange rate		6.6085		6.4741
Period Average RMB: US$ exchange rate		6.4108		6.7123

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	For the Fiscal Year Ended April 30, 2022		For the Fiscal Year Ended April 30, 2021
Period Ended A$: US$ exchange rate		1.4164		1.2960
Period Average A$: US$ exchange rate		1.3666		1.3661

	For the Fiscal Year Ended April 30, 2022		For the Fiscal Year Ended April 30, 2021
Period Ended CHF: US$ exchange rate		0.9742		0.9125
Period Average CHF: US$ exchange rate		0.9226		0.9168

Numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

We have relied on statistics provided by a variety of publicly available sources regarding expectations of growth. We did not, directly or indirectly, sponsor or participate in the publication of such materials, and these materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus. We have sought to provide current information in this prospectus and believe that the statistics provided in this prospectus remain up-to-date and reliable, and these materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus. Except where otherwise stated, all ordinary share accounts provided herein are on a pre-share-increase basis.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry, our market share and the markets that we serve is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts) and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets that we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any such information. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties, such as statements related to future events, business strategy, future performance, future operations, backlog, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “potential,” “targeting,” “intend,” “could,” “might,” “should,” “believe” and similar expressions or their negative. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on management’s belief, based on currently available information, as to the outcome and timing of future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed in such forward-looking statements. When evaluating forward-looking statements, you should consider the risk factors and other cautionary statements described in “Risk Factors.” We believe the expectations reflected in the forward-looking statements contained in this prospectus are reasonable, but no assurance can be given that these expectations will prove to be correct. Forward-looking statements should not be unduly relied upon.

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Important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements include, but are not limited to:

● the expected development and potential benefits from our products in treating diabetes, obesity and other metabolic disorders;

● the prospects of entering into license agreements, or other partnerships or forms of cooperation with other companies or medical institutions;

● expected timing of clinical studies for our products;

● our research and development plans, including pre-clinical and clinical trials plans and the timing of enrollment, obtaining results and conclusion of trials, including without limitation, our expectation that we will initiate the next stage of clinical trials;

● our belief that our technology has the potential to deliver medications and vaccines orally that today can only be delivered via injection;

● the competitive ability of our technology based on product efficacy, safety, patient convenience, reliability, value and patent position;

● the potential market demand for our products;

● our expectation that in the upcoming year our research and development expenses will continue to be our major expenditure;

● our expectations regarding our short- and long-term capital requirements;

● our outlook for the coming months and future periods, including but not limited to our expectations regarding future revenue and expenses;

● information with respect to any other plans and strategies for our business; and

● our expectations regarding the impact of the coronavirus, or COVID-19, pandemic, including on our clinical trials and operations.

These factors are not necessarily all of the important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements. Other unknown or unpredictable factors could also cause actual results or events to differ materially from those expressed in the forward-looking statements. Our future results will depend upon various other risks and uncertainties, including those described in “Risk Factors.” All forward-looking statements attributable to us are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date hereof. We undertake no obligation to update or revise any forward-looking statements after the date on which any such statement is made, whether as a result of new information, future events or otherwise.

Cautionary Statement About Being a Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to U.S. domestic public companies. For example:

● we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

● for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

● we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

● we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

● we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

● we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

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Because we are an exempted company with limited liability incorporated under the laws of the Cayman Islands- and conduct all of our operations in Switzerland and to a lesser extent, HK SAR, the PRC and Australia, most of our directors and executive officers reside outside the U.S., and most of the assets of these persons and substantially all our assets are located outside the U.S., you may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in the Cayman Islands or any of the jurisdictions we operate or where our directors and executive officers are based on U.S. or other foreign laws against us, our management or the experts named in the prospectus. You may also face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited.

Our corporate affairs will be governed by our Amended Memorandum and Articles, the Cayman Companies Act and the common law of the Cayman Islands. The rights of shareholders to take legal action against our directors, actions by minority shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands and by the Cayman Companies Act. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law. As a result of the foregoing, holders of our Ordinary Shares may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than they would as shareholders of a U.S. company whose management, directors and/or major shareholders were also incorporated, resident, or otherwise established in a United States jurisdiction. Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. For a discussion of significant differences between the provisions the Cayman Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see “DESCRIPTION OF ORDINARY SHARES - Material Differences in Cayman Islands Law and our Amended Memorandum and Articles and Delaware Law.”

PROSPECTUS SUMMARY

This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our Ordinary Shares. You should carefully consider, among other things, our consolidated financial statements and the related notes and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

Overview

We are an exempted company with limited liability incorporated under the laws of the Cayman Islands, which is structured as a holding company whose main business operations are conducted through our subsidiaries in Switzerland and to a lesser extent, HK SAR, the People’s Republic of China and Australia. We are a biotechnology company spearheading the development of oral (specifically, sublingual) delivery of peptides and proteins.

Many of the more effective drugs to treat diabetes and obesity are “biologics”, the vast majority of which currently have to be injected. For example, although insulin was discovered almost 100 years ago, there has, to date, not been any commercially viable solution to administer insulin without the need for injection.

Consistent with this, the delivery of peptides or proteins, such as insulin, in a non-invasive way (i.e. without needles or injections) is a very challenging endeavor from a scientific and technical perspective.

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Since our inception, we have focused on developing an alternative approach, known as sublingual delivery. The sublingual area lies under the tongue and is lined by a thin layer of cells which has a rich supply of blood vessels. Sublingual delivery has been successfully used commercially for many years to deliver a variety of so-called small molecule drugs, such as glyceryl trinitrate and ondansetron, which can readily penetrate this layer of cells to rapidly enter the blood stream. We hypothesized that we could similarly exploit the unique nature of the sublingual area to effectively deliver peptides and proteins, and this subsequently became the focus of our research. The main peptide used to improve the technology was exenatide, which was the first commercial glucagon-like peptide (GLP-1) receptor protein product and is routinely used to treat type 2 diabetes.

During our first series of studies with exenatide, the sublingual dose required was almost 200 times the injectable dose to achieve a similar effect. After 2 to 3 years of extensive development, we were able to reduce this ratio to 5 to 10, and we now have a “platform” of formulations (the “BioLingus Platform”) and expertise on how formulations should be designed for better performance.

During the course of our research and testing of various peptides and proteins across several different disease indications, it has become clear to us that there are two areas for our technology with significant commercial potential:

● Metabolic disease, in particular diabetes and obesity and related metabolic disorders such as nonalcoholic steatohepatitis (“NASH”); and

● Immunology (mainly allergy and auto-immune disorders)*.

*A perpetual and irrevocable license has been granted to all non-metabolic applications from BioLingus IP GmbH to BioLingus IP II GmbH. BioLingus IP GmbH only holds the rights to the metabolic applications. In 2019, BioLingus IP II GmbH was spun-out of BioLingus IP GmbH and we no longer own BioLingus IP II GmbH.

Advantages of the BioLingus Platform

Sublingual administration of peptides and proteins has many potential benefits:

● Oral delivery, including sublingual, is the preferred route of administration for patients. Hence, sublingual products will not only take market share from injectable ones, but may also increase uptake in less severe disease indications and thus increase the overall market size (for example, overweight and obesity in conjunction with diabetes);

● No or little gastro-intestinal side effects. A characteristic of formulations dosed through the sublingual route is that it bypasses the gastro-intestinal tract (“GIT”) (Source: https://www.healthline.com/health/sublingual-and-buccal-medication-administration#uses). Consequently, because the GIT is not directly exposed to the formulations, there are no or little gastrointestinal side effects;

● By eliminating the need for needles, sublingual delivery completely removes the safety risks associated with needle use (e.g. needlestick injuries, blood borne infections).

● The need for a cold chain may be eliminated or minimized. For instance, our technology allows specific peptides and proteins to be stabilized for over 2 years at room temperature. Elimination of the cold chain will not only result in a substantial cost reduction, but also provide a substantial logistical simplification (which is important in countries with poor infrastructure).

We are a development stage company with no revenues from our research and development activities. We have incurred operating losses since inception. Our net losses were $1,376,592 and $1,988,858 for the fiscal years ended April 30, 2022 and 2021, respectively, and $81,460 and $913,971 for the six months ended October 31, 2022 and 2021, respectively.

As of October 31, 2022, we had a working capital deficit of $6,576,372 and an accumulated deficit of $7,843,152. To date, we have no product candidates approved for sale and therefore we have not generated any revenue from our products. We expect operating losses and negative cash flows to continue for the foreseeable future, until such time, if ever, that we can generate significant sales from our product candidates currently in development or through collaboration or other agreements. Our prospects are subject to risks and uncertainties frequently encountered by companies in the biotechnology industry. Additionally, we plan to raise capital via private placements or public offerings in the event that we do not have adequate liquidity to meet our current obligations.

While we have been able to raise multiple rounds of financing, there can be no assurance that additional financing will be available on terms which are favorable to us or at all. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on our ability to achieve our intended business objectives. Our consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

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Our Products

As of the date of this prospectus, our Swiss subsidiary, Biolingus IP GmbH is developing four products:

Note :

(1) Liraglutide Sublingual is conducting Phase Ib and Phase IIa together. The phase Ib/IIa is a “dose-finding study”: the goal is – as the name says – to find an optimal dose range in humans; this is a relatively short study, which lasts 6-9 months. The trial begun in late April 2023, when the first patient was successfully enrolled and dosed, and is taking place at the Clinical Trials Centre of the Chinese University of Hong Kong. In total, 15 patients will be enrolled in the trial, which is being conducted as a single ascending dose study of sublingual liraglutide in patients with type 2 diabetes, with the main endpoints related to safety, tolerability and preliminary efficacy. As of May 29, 2023, 1 of 15 patients had been enrolled.   Part 1 of the trial is utilizing an open label, single ascending dose, repeated treatment design. It involves 3 subjects, each of whom will receive three single ascending doses of SL liraglutide (3, 12, 30mg and subcutaneous (SC) liraglutide (active comparator) with a mixed meal tolerance test (MMTT), separated by 1 week washout between doses. Part 2 of the trial will utilize an investigator-blind, sponsor open, placebo-controlled, randomized, repeated treatment study design. It will involve 12 subjects. Each subject will receive one of three possible doses of SL-liraglutide, SL-placebo or SC liraglutide in a randomized order with MMTT separated by 1 week washout between doses.

Timelines subject to adjustments depending on available funding

Liraglutide and exenatide both belong to the class of diabetes products called GLP-1 analogues. The GLP-1 analogues have established themselves in the past years as one of the superior drug classes for treatment of diabetes type II in terms of blood glucose lowering and weight loss. Because of the latter, they are also being used more and more also in the treatment of obesity (source: Obesity and GLP-1, November 19, 2020, https://pubmed.ncbi.nlm.nih.gov/33213122/). Until now, both drugs are generally only available by injection. Neither liraglutide nor exenatide is available commercially in oral forms.

Semaglutide is a GLP-1 product available as an oral dosage form. We aim to develop a sublingual version of this product that outperforms the oral form. Specifically, our sublingual version should have a substantially lower cost and hence be highly competitive with the oral version. The patent registered under The Patent Cooperation Treaty (PCT) for Semaglutide is PCT WO2006097537 titled Acylated GLP-1 compounds (https://patentscope.wipo.int/search/en/search.jsf). The filing date was March 20, 2006. This patent is set to expire on March 20, 2026 and is subject to a possible five year extension by the applicant holder. As such, we will not begin marketing our Semaglutide Sublingual candidates, if approved, until March 20, 2026, or if an extension is exercised until March 20, 2031.

Because our products do not include any new chemical entity (“NCE”) but use already approved drug substances, we shall follow the “505(b)(2) regulatory pathway” in the United States. The 505(b)(2) New Drug Application (“NDA”) is a streamlined NDA process in which the applicant relies upon one or more investigations conducted by someone other than the applicant and for which the applicant has not obtained right of reference. In other words, the 505(b)(2) pathway enables investigators and/or manufacturers to apply for approval without having to repeat all the drug development work that has already been performed.

Our Strategy

The commercialization strategy of our technology and products is two-fold:

A. License Core Products

For our core products such as Liraglutide Sublingual, our goal is to enter into development and commercial license agreements with major pharmaceutical companies. Ideally this will be done when a key value inflection point is reached i.e. after clinical phase Ib/IIa, or even better, after clinical phase IIb for a higher value.

Once the above licensing agreements are in place, phase III studies will likely be conducted and led by our licensing partners. No licensing partners have been identified so far.

From the date of signing of a licensing agreement, we anticipate that we will receive our first revenue under the form of a Signing Fee and this will likely be 2-3 years before the first product sales on the market. Other license income will follow in the form of development milestone payments, royalties and sales milestone payments.

B. Technology Partnerships

We will license out our technology to be used with external partners for their own proprietary molecules. We anticipate that a typical collaboration will be in two stages:

(i) Feasibility Study

We work with the external partner to determine if our technology is beneficial to deliver our partner’s drug substance sublingually;

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(ii) Technology License

In the event the feasibility study is successful, we will negotiate and enter into a technology license for the specific product(s).

Our Challenges

Our ability to execute our strategy and realize our vision is subject to risks and uncertainties that could impede our progress in the following key areas:

● Finding top-notch partners/licensees. The better the product profile and drug delivery efficiency is in humans, the easier it would be to find partners and negotiate better terms. In the best-case scenario, the optimal human dose (non-inferiority with injections in clinical studies) corresponds to the best pre-clinical data we have for each product. At the base scenario, the optimal human dose is higher but still commercially viable. For the former, we assume commercial partners would want to enter into a licensing arrangement as early as possible (phase Ib/IIa clinical data), while in the base scenario, they would await phase IIb clinical data.

● The expected development and potential benefits from our products in treating diabetes and commercial viability of the same.

● The expected timing and results of clinical studies for our products.

● The competitive ability of our technology based on product efficacy, safety, patient convenience, reliability, value and patent position.

● Convincing a mindset change to the treatment of diabetes.

● Staying ahead of our competitors who have more resources and may be developing similar or competing technology.

● Having sufficient resources, including financial means, to see our research and clinical trials through to fruition.

We also face additional challenges, risks, and uncertainties that could materially and adversely affect our business, financial condition, results of operations, and prospects. The section on “Significant Risk Factors” (pages 9 – 11) provides a more detailed discussion of the risks associated with investing in our shares.

CORONAVIRUS (COVID-19) UPDATE

The world continues to deal with the global pandemic associated with a novel strain of coronavirus (COVID-19) and its variants. The pandemic has led to quarantines, travel restrictions, and the temporary closure of stores and business facilities globally for most of the past three years. Despite our ability to continue operating during this period, there is a risk that our business, results of operations, and financial condition may be adversely affected by the pandemic in the future. The potential impact on our results of operations will depend on future developments and new information that may emerge regarding the duration and severity of COVID-19, as well as actions taken by governmental authorities and other entities to contain the spread of COVID-19 or to mitigate its impact, almost all of which are beyond our control.

The future impact of COVID-19 on our business, financial condition, and results of operations may include or extend beyond the closure of our offices and suspension of all in-person consultations, collaborations, research, marketing, and advertising activities.

Because of the impossibility of accurately predicting the duration of the COVID-19 outbreak, the related risks of business disruptions and negative financial impacts cannot be reasonably estimated at this time.

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Significant Risk Factors

An investment in our Ordinary Shares involves a number of risks. You should carefully read and consider all of the information contained in this prospectus (including in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto) before making an investment decision. These risks could adversely affect our business, financial condition and results of operations, and cause the trading price of our Ordinary Shares to decline. You could lose part or all of your investment. In reviewing this prospectus, you should bear in mind that past results are no guarantee of future performance. See “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of forward-looking statements and the significance of forward-looking statements in the context of this prospectus.

The following is a summary of what our management views as our most significant risk factors:

Risks Related to Our Business

Risks and uncertainties relating to our business, beginning on page 23 of this prospectus, include but not limited to the following:

● We are a development stage company with a limited operating history, incurred operating losses for the six months ended October 31, 2022 and the fiscal years ended April 30, 2022 and 2021 and expect to incur significant losses for the foreseeable future, which provide no assurance as to our future operating results.

● We will need substantial additional capital in order to satisfy our business objectives. There is no assurance that additional financing will be available to us.

● Our inability to raise capital could have a material adverse effect on our financial condition and the results of operations.

● We rely upon patents to protect our technology. We may be unable to protect our intellectual property rights and we may be liable for infringing the intellectual property rights of others, our results of operations could be adversely affected.

● We have limited experience in conducting clinical trials.

● Our clinical trials may encounter delays, suspensions or other problems.

● We can provide no assurance that our products will obtain regulatory approval or that the results of clinical studies will be favorable.

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For a detailed description of the risks above and others, please refer to pages 23–28.

Risks Relating to Doing Business in the PRC

Risks and uncertainties relating to doing business in PRC, beginning on page 29 of this prospectus, include but not limited to the following:

● Our PRC subsidiary is subject to restrictions on paying dividends or making other payments to us, which may have a material adverse effect on our ability to conduct our business. See “Risk Factors – Risks Relating to Doing Business in the PRC – Our PRC subsidiary is subject to restrictions on paying dividends or making other payments to us, which may have a material adverse effect on our ability to conduct our business” on page 29.

● There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances. See “Risk Factors – Risks Relating to Doing Business in the PRC – Uncertainties with respect to the PRC legal system, including those regarding the enforcement of laws, and sudden or unexpected changes, with little advance notice, in laws and regulations in the PRC could adversely affect us and limit the legal protections available to you and us” on page 34.

● To the extent cash or assets in the business is/are in the PRC or HK SAR or a PRC or HK SAR entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or HK SAR due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets. See “Risk Factors – Risks Relating to Doing Business in the PRC– To the extent cash or assets in the business is/are in the PRC or HK SAR or a PRC or HK SAR entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or HK SAR due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets “ on page 35.

● The PRC government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and foreign investment in PRC-based issuers, which could result in a material change in our operations and the value of our Ordinary Shares. See “Risk Factors – Risks Relating to Doing Business in the PRC– The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if our subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors” on page 36.

● Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and foreign investment in PRC-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Ordinary Shares to significantly decline or be worthless. See “Risk Factors – Risks Relating to Doing Business in the PRC– The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if our subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors” on page 36.

● We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers. See “Risk Factors – Risks Relating to Doing Business in the PRC– We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers” on page 39.

● Recent joint statements by the SEC and the Public Company Accounting Oversight Board (United States), or the “PCAOB,” proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our Offering. See “Risk Factors – Risks Relating to Doing Business in the PRC– The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our Offering” on page 42.

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Risks Related to Our Initial Public Offering and Ownership of Our Ordinary Shares

● The initial public offering price of our Ordinary Shares may not be indicative of the market price of our Ordinary Shares after this Offering. In addition, an active, liquid, and orderly trading market for our Ordinary Shares may not develop or be maintained, and our share price may be volatile.

● Our significant shareholders have considerable influence over our corporate matters.

● Our significant shareholders may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

● We are a holding company whose principal source of operating cash is the income received from our subsidiaries.

● You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing original actions in the Cayman Islands, HK SAR, the PRC, Switzerland and Australia based on U.S. or other foreign laws against us, our management, or the experts named in the prospectus.

● You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

● It may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers in the Cayman Islands.

For a detailed description of the risks above and others, please refer to pages 46 – 57.

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List of PRC Approvals/Permits

Neither we nor our subsidiaries are covered by permissions requirements from the China Securities Regulatory Commission (“CSRC”), Cyberspace Administration of China (“CAC”) or any other governmental agency. As of the date of this prospectus, the only permission required for operations is the business license of the PRC subsidiary. The business license in PRC is a permit issued by Market Supervision and Administration that allows the company to conduct specific business within the government’s geographical jurisdiction. As of the date of this prospectus, we and our PRC subsidiary have received from PRC authorities all requisite licenses, permissions or approvals needed to engage in the businesses currently conducted in the PRC, and no permission or approval has been denied. The following table provides details on the licenses and permissions held by our PRC subsidiary.

Approval	Recipient	Issuing body	Issuing Date	Expiration Date	Address	Business Scope
Business License	BioLingus Beijing	Beijing Dongcheng District Administration for Market Regulation	July 11, 2019	Expires July 10, 2039	Room 1068, Floor 10, Building Number 4, Dong Zhi Men Nan Da Jie, Beijing Dongcheng District	Technology development, technology consulting, technology transfer, technology promotion, technology services

If we or our subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we and/or our subsidiaries are required to obtain such permissions or approvals in the future, the relevant governmental authorities would have broad discretion in dealing with such violation, including levying fines, confiscating our and/or our subsidiaries’ income, revoking our or our subsidiaries’ business licenses or operating licenses, discontinuing or placing restrictions or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring, restricting or prohibiting our use of proceeds from our Offering to finance our or our subsidiaries’ business and operations, and taking other regulatory or enforcement actions that could be harmful to our or our subsidiaries’ business. Any of these actions could cause significant disruption to our or our subsidiaries’ business operations and severely damage our or our subsidiaries’ reputation, which would in turn materially and adversely affect our or our subsidiaries’ business, financial condition and results of operations.

Transfers of Cash to and from Our Subsidiaries

We currently have not maintained any cash management policies that dictate the purpose, amount and procedure of cash transfers between the Company, our subsidiaries, or investors. Rather, the funds can be transferred in accordance with the applicable PRC laws and regulations. To the extent cash or assets in the business is/are in the PRC or HK SAR or a PRC or HK SAR entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or HK SAR due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.

Under existing PRC foreign exchange regulations, payment of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange, or the SAFE, by complying with certain procedural requirements. Therefore, our PRC subsidiary is able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations, such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents. Approval from, or registration with, appropriate government authorities is, however, required where the RMB is to be converted into foreign currency and remitted out of the PRC to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. Current PRC regulations permit our PRC subsidiary to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. As of the date of this prospectus, there are no restrictions or limitations imposed by the HK SAR government on the transfer of capital within, into and out of HK SAR (including funds from HK SAR to the PRC), except for transfer of funds involving money laundering and criminal activities. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. See “Risk Factors – Risks Relating to Doing Business in the PRC– To the extent cash or assets in the business is/are in the PRC or HK SAR or a PRC or HK SAR entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or HK SAR due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets,” and “Risk Factors - Risks Related to Doing Business in the PRC – We are a holding company and we rely on our subsidiaries for funding dividend payments, which are subject to restrictions under PRC laws.”

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As a holding company, we may rely on dividends and other distributions on equity paid by our subsidiaries, including those based in the PRC, for our cash and financing requirements. If our PRC subsidiary incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. BioLingus (Cayman) Limited is permitted under the laws of the Cayman Islands to provide funding to our subsidiary incorporated in HK SAR through loans or capital contributions without restrictions on the amount of the funds. Our subsidiary is permitted under the respective laws of HK SAR to provide funding to BioLingus (Cayman) Limited through dividend distribution without restrictions on the amount of the funds. There are no restrictions on dividends transfers from HK SAR to the Cayman Islands. Current PRC regulations permit our BioLingus Beijing to pay dividends to the Company only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.

The PRC has currency and capital transfer regulations that require us to comply with certain requirements for the movement of capital. The Company is able to transfer cash (U.S. Dollars) to its PRC subsidiary through an investment (by increasing the Company’s registered capital in a PRC subsidiary). The Company’s PRC subsidiary has not transferred any earnings or cash to the Company to date.

We are a holding company and our material assets consist solely of the ownership interests held in our subsidiaries. We rely on dividends paid by our subsidiaries for our working capital and cash needs, including the funds necessary: (i) to pay dividends or cash distributions to our shareholders, (ii) to service any debt obligations and (iii) to pay operating expenses. As a result of PRC laws and regulations (noted below) that require annual appropriations of 10% of after-tax income to be set aside in a general reserve fund prior to payment of dividends, the Company’s PRC subsidiary is restricted in that respect, as well as in other respects noted below, in its ability to transfer a portion of its net assets to us as a dividend.

With respect to transferring cash from the Company to our subsidiaries, increasing our registered capital in a PRC subsidiary requires the filing of the local commerce department, while a shareholder loan requires a filing with the State Administration of Foreign Exchange or its local bureau. Aside from the declaration to the State Administration of Foreign Exchange, there is no restriction or limitations on such cash transfer or earnings distribution.

With respect to the payment of dividends, we note the following:

1. PRC regulations currently permit the payment of dividends only out of accumulated profits, as determined in accordance with accounting standards and PRC regulations (an in-depth description of the PRC regulations is set forth below);

2. Our PRC subsidiaries are required to set aside, at a minimum, 10% of their net income after taxes, based on PRC accounting standards, each year as statutory surplus reserves until the cumulative amount of such reserves reaches 50% of their registered capital;

3. Such reserves may not be distributed as cash dividends;

4. Our PRC subsidiary may also allocate a portion of it after-tax profits to fund its staff welfare and bonus funds; except in the event of a liquidation, these funds may also not be distributed to shareholders; the Company does not participate in a Common Welfare Fund; and

5. The incurrence of debt, specifically the instruments governing such debt, may restrict a subsidiary’s ability to pay stockholder dividends or make other cash distributions.

If, for the reasons noted above, our subsidiaries are unable to pay shareholder dividends and/or make other cash payments to us when needed, our ability to conduct operations, make investments, engage in acquisitions, or undertake other activities requiring working capital may be materially and adversely affected. However, our operations and business, including investment and/or acquisitions by our PRC subsidiary, will not be affected as long as the capital is not transferred in or out of the PRC.

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As of the date of this prospectus, no dividends, distributions or transfers has been made between BioLingus (Cayman) Limited and any of its subsidiaries. We intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.

For the foreseeable future, we intend to use the earnings for research and development, to develop new products and to expand our production capacity. As a result, we do not expect to pay any cash dividends in the foreseeable future. Also, as of the date of this prospectus, no cash generated from one subsidiary is used to fund another subsidiary’s operations and we do not anticipate any difficulties or limitations on our ability to transfer cash between subsidiaries, save as otherwise described herein.

During the years ended April 30, 2022 and 2021, a total of $6,410 and $102,565, respectively, were transferred to BioLingus Beijing as capital injections for daily operations respectively and a total of $11,618 and $229,359, respectively, were paid to BioLingus Beijing as consultation fees for rendering research and development activities. All funds are transferred via bank transfers from BioLingus (Hong Kong) Limited’s bank account in HSBC Hong Kong and Hang Seng Bank to Biolingus Beijing’s bank account in Bank of China Beijing Branch and China Merchants Bank. No cash transfer and/or transfers of other assets between our Company and our subsidiaries has occurred during the six-month period ended October 31, 2022. A summary of cash transfers and/or transfers of other assets between our Company and our subsidiaries is as follows:

For the Fiscal Year Ended April 30, 2022
No.	Transfer From	Transfer To	Approximate Value ($)		Purpose
1	BioLingus HK	BioLingus Beijing		6,410	Capital injection to BioLingus Beijing
2	BioLingus HK	BioLingus Beijing		7,743	Payment of consultation fee
3	BioLingus HK	BioLingus Beijing		3,875	Payment of consultation fee

For the Fiscal Year Ended April 30, 2021
No.	Transfer From	Transfer To	Approximate Value ($)		Purpose
1	BioLingus HK	BioLingus Beijing		25,641	Payment of consultation fee
2	BioLingus HK	BioLingus Beijing		25,641	Payment of consultation fee
3	BioLingus HK	BioLingus Beijing		89,615	Payment of consultation fee
4	BioLingus HK	BioLingus Beijing		14,103	Payment of consultation fee
5	BioLingus HK	BioLingus Beijing		19,231	Payment of consultation fee
6	BioLingus HK	BioLingus Beijing		51,282	Payment of consultation fee
7	BioLingus HK	BioLingus Beijing		64,103	Capital injection to BioLingus Beijing
8	BioLingus HK	BioLingus Beijing		38,462	Capital injection to BioLingus Beijing
9	BioLingus HK	BioLingus Beijing		3,846	Payment of consultation fee

Our Corporate History

We are an exempted company with limited liability incorporated under the laws of the Cayman Islands, whose main business operations are conducted through our subsidiaries in Switzerland and to a lesser extent, HK SAR, the People’s Republic of China and Australia. We are a biotechnology company spearheading the development of oral (specifically, sublingual) delivery of peptides and proteins.

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BioLingus (Cayman) Limited is the listing company and was incorporated on August 8,2018 and structured as a holding company with no material operations. It is the parent of BioLingus (BVI) Limited, a BVI Business Company with limited liability incorporated in the British Virgin Islands on August 2, 2019, and also structured as a holding company with no material operations.

Biolingus IP GmbH is a Swiss wholly-owned subsidiary of BioLingus (Hong Kong) Limited. It was incorporated on July 25, 2014 (Registration Number: CHE-354.897.847) initially by our three founders, Yves Decadt, Thomas Ko and Didier Coquoz to primarily research improving the efficacy of oral (specifically, sublingual/transmucosal) delivery of peptides and proteins for metabolic diseases, such as diabetes and obesity. Biolingus IP GmbH is engaged in research and development of improved and new pharmaceutical technologies and products, and development and management of the patent portfolio related to the products.

BioLingus (Hong Kong) Limited is a wholly-owned Hong Kong subsidiary of BioLingus (BVI) Limited. It was incorporated on November 30, 2012. It was previously named “BioLingus Technology Development (Hong Kong) Pty. Limited” and effected a name change to BioLingus (Hong Kong) Limited on April 6, 2018. BioLingus (Hong Kong) Limited is primarily engaged in administrative management.

BioLingus Beijing is a wholly-owned subsidiary of BioLingus (Hong Kong) Limited and was incorporated in the People’s Republic of China on July 11, 2019. It is a wholly foreign-owned enterprise and a limited liability company. BioLingus Beijing is primarily engaged in supplying drug products for pre-clinical studies.

BioLingus Research (Australia) Pty Ltd is a wholly-owned subsidiary of BioLingus (BVI) Limited incorporated in Australia on December 22, 2022. BioLingus Research (Australia) Pty Ltd is primarily engaged in pre-clinical studies (e.g., pharmacology, toxicology) and management of clinical studies.

Our Corporate Structure

We are an exempted company with limited liability incorporated under the laws of the Cayman Islands, and structured as a holding company whose main business operations are conducted through our various subsidiaries in Switzerland and to a lesser extent, HK SAR, the People’s Republic of China and Australia.

The following diagram illustrates our corporate structure, including our subsidiaries, as of the date of this prospectus and upon completion of this Offering based on a proposed number of 3,000,000 Ordinary Shares being offered, assuming the Underwriter does not exercise its over-allotment option.

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Pre-Offering

1. BioLingus (Cayman) Limited is the holding company, listing entity and registrant.

2. Glorious Quintessence Limited is a limited liability company incorporated under the laws of British Virgin Islands wholly-owned by Fortune Harbour Limited, which is in turn managed by ZMF Asset Management Limited in its sole discretion and on behalf of its investors.

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Post-Offering

1. BioLingus (Cayman) Limited is the holding company, listing entity and registrant.

2. Glorious Quintessence Limited is a limited liability company incorporated under the laws of British Virgin Islands wholly-owned by Fortune Harbour Limited, which is, in turn managed by ZMF Asset Management Limited in its sole discretion and on behalf of its investors.

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Corporate Information

Our principal executive office is located at Grossmatt 6, CH-6052 Hergiswil NW, Switzerland. Our phone number is +41786645430. Our registered offices in the Cayman Islands are located at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.

Investors should submit any inquiries to the address and telephone number of our principal executive offices. We maintain a corporate website at http://www.biolingus.ch/. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus.

Implications of Our Being an “Emerging Growth Company”

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, we:

● may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A;

● are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;

● are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

● are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency” and “say-on-golden-parachute” votes);

● are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

● are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and

● will not be required to conduct an evaluation of our internal control over financial reporting for two years.

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management’s assessment of internal control over financial reporting, are not required to provide a compensation discussion and analysis, are not required to provide a pay-for-performance graph or CEO pay ratio disclosure, and may present only two years of audited financial statements and related MD&A disclosure.

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Implications of Being a Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

● we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

● for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

● we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

● we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

● we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

● we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

Implications of Being a Controlled Company

We expect that founders will collectively own and control a majority of our voting rights following the Offering and that we will continue to be a “controlled company” as defined under the Nasdaq Stock Market Rules. Accordingly, we will be a controlled company under the applicable Nasdaq listing standards. For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

● an exemption from the rule that a majority of our board of directors must be independent directors;

● an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

● an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of the Offering. Our status as a controlled company could cause our Ordinary Shares to look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Please see “Risk Factors – Our significant shareholders have considerable influence over our corporate matters.”

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Offering Summary

Following completion of our initial public offering, ownership of BioLingus (Cayman) Limited will be as follows:

	Ordinary Shares Purchased					Voting Power
	Number		Percent
Existing shareholders		10,000,000		76.9	%		76.9	%
New investors		3,000,000		23.1	%		23.1	%
		13,000,000		100	%		100	%

THE OFFERING

Issuer	BioLingus (Cayman) Limited.
Securities Being Offered	3,000,000 Ordinary Shares
Ordinary Shares Issued and Outstanding Prior to Completion of Offering	We have 10,000,000 Ordinary Shares issued and outstanding.
Ordinary Shares Issued and Outstanding Immediately After Completion of this Offering	13,000,000 Ordinary Shares.
Assumed Offering Price per Ordinary Share Over-Allotment Option Voting Rights	The initial public offering price will be $ per Ordinary Share. We have granted the Underwriter a 45-day option to purchase ____________ Ordinary Shares (15% of the Ordinary Shares sold in this Offering), less underwriting commissions and discounts, to cover over-allotments, if any. Holders of Ordinary Shares are entitled to one (1) vote per share.
Gross Proceeds	$
Symbol	We intend to apply to list our Ordinary Shares on The Nasdaq Capital Market under the symbol “       ”

Use of Proceeds	After deducting fees and expenses, we will have approximately $39,030,000 in net proceeds. We intend to use the proceeds from this Offering for working capital and general corporate purposes. See “Use of Proceeds” for more information.
Representative’s Warrants	We will sell to the Underwriter for the nominal consideration of $0.01 per warrant, warrants entitling the Representative to purchase 5.0% of the aggregate number of Ordinary Shares issued in this Offering, including any shares issued pursuant to exercise of the underwriters’ over-allotment option, at an exercise price per share equal to 110% of the initial public offering price per share. The Representative’s warrants will be exercisable for a period of five years beginning 180 days from the date of the commencement of the sale of the Ordinary Shares and are being registered in the registration statement of which this prospectus is a part.
Risk Factors	Investing in our Ordinary Shares offered hereby involves a high degree of risk. Purchasers of our Ordinary Shares may lose part or all of their investment. See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in our Ordinary Shares (pages 23–57).
Lock-Up	We, our directors and executive officers, and principal shareholders are expected to enter into lock-up agreements with the Underwriter not to sell, transfer, or dispose of any Ordinary Shares for a period of up to 180 days after this Offering is completed. See “Shares Eligible for Future Sale” and “Underwriting.”
Dividend Policy	We have no present plans to declare dividends, and we plan to retain our earnings to continue to grow our business.
Transfer Agent	Our transfer agent for the Ordinary Shares is Transhare Corporation.

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Summary Financial Data

The following summary consolidated statements of operations and cash flow data For the Fiscal Years ended April 30, 2022 and 2021 and the six months ended October 31, 2022 and 2021 and the summary consolidated balance sheet data as of April 30, 2022 and 2021 and October 31, 2022 and 2021 have been derived from our consolidated financial statements included elsewhere in this prospectus. You should read the summary consolidated financial data in conjunction with those financial statements and the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our consolidated financial statements are prepared and presented in accordance with United States generally accepted accounting principles, or U.S. GAAP, our consolidated financial statements have been prepared as if the current corporate structure had been in existence throughout the periods presented.

The summary of consolidated statements of cash flows

	For the Six Months Ended October 31,						For the Fiscal Year Ended April 30,
	2022			2021			2022			2021
	(unaudited)			(unaudited)			Audited			Audited
Net cash provided by (used in)
Operating activities	$	(61,368	)	$	(285,864	)	$	(552,103	)	$	(1,647,861	)
Investing activities		-			-			-			-
Financing activities		64,559			213,938			618,542			1,658,793
Net increase in cash and cash equivalents		3,191			(71,926	)		66,439			10,932
Effect of foreign currency translation		(62,647	)		(14,036	)		(21,319	)		83,434
Cash and cash equivalents, beginning of period		157,925			112,805			112,805			18,439
Cash and cash equivalents, end of period		98,469			26,843			157,925			112,805

The summary of consolidated balance sheets as at

	As at October 31,						As at April 30,
	2022			2021			2022			2021
	(unaudited)			(unaudited)			Audited			Audited
Total assets	$	177,512		$	328,693		$	356,930		$	744,856
Total liabilities		7,836,729			7,631,429			8,017,357			7,113,555
Total Shareholders’ (Deficit)		(7,659,217	)		(7,302,736	)		(7,660,427	)		(6,368,699	)

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Our management believes that the assumptions underlying our financial statements and the above allocations are reasonable. Our financial statements, however, may not necessarily reflect our results of operations, financial position and cash flows as if we had operated as a separate, stand-alone company during the periods presented. You should not view our historical results as an indicator of our future performance.

The following table presents our summary of consolidated statements of operations and comprehensive income for the fiscal years ended April 30, 2022 and 2021 and the six months ended October 31, 2022 and 2021:

	For the Six Months Ended October 31,						For the Fiscal Year Ended April 30,
	2022			2021			2022			2021
	(unaudited)			(unaudited)			Audited			Audited
Revenues	$	—		$	—		$	—		$	—
Cost of Revenues		—			—			—			—
Gross profit (loss)		—			—			—			—
Operating Expenses
Research & Development		51,804			106,548			265,557			360,465
General and administration		160,059			856,440			1,102,375			1,552,190
Total operating expenses		211,863			962,988			1,367,932			1,912,655
Operating loss		(211,863	)		(962,988	)		(1,367,932	)		(1,912,655	)
Other income		53,341			112,578			130,014			45
Total financing income (expenses), net		57,695			(85,579	)		(182,030	)		(119,878	)
Net loss		(100,827	)		(935,989	)		(1,419,948	)		(2,032,488	)
Total comprehensive income (loss)	$	1,210		$	(934,037	)	$	(1,291,728	)	$	(2,063,293	)

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RISK FACTORS

Investment in our securities involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this prospectus before making an investment decision. The risks and uncertainties described below represent our known material risks to our business. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, you may lose all or part of your investment. You should not invest in this offering unless you can afford to lose your entire investment.

Risks Related to Our Business

We are a development stage company with a limited operating history, incurred operating losses for the six months ended October 31, 2022 and the years ended April 30, 2022 and 2021 and expect to incur significant losses for the foreseeable future, which provide no assurance as to our future operating results.

We are a development stage company with no revenues from our research and development activities. Consequently, we have incurred net losses and negative cash flows since inception. We have incurred operating losses during the track record period. Our net losses were $1,419,948 and $2,032,488 for the Fiscal Years ended April 30, 2022 and 2021, respectively, and $100,827 and $935,989 for the six months ended October 31, 2022 and 2021, respectively. Substantially all of our losses have resulted from expenses incurred in connection with our research and development programs and from general and administrative costs associated with our operations.

We currently have no product revenues, and may not succeed in developing or commercializing any products which could generate product or licensing revenues. We do not expect to have any products on the market for several years. Development of our product candidates requires a process of pre-clinical and clinical testing, during which our products could fail. In addition, successful completion of our development programs and our transition to normal operations are dependent upon obtaining necessary regulatory approvals from the FDA prior to selling our products within the United States, EMA to sell in Europe and other regulatory approvals must be obtained to sell our products internationally. There can be no assurance that we will receive regulatory approval of any of our product candidates, and a substantial amount of time may pass before we achieve a level of revenues adequate to support our operations, if at all. We also expect to incur substantial expenditures in connection with the regulatory approval process for each of our product candidates during their respective developmental periods. Obtaining marketing approval will be directly dependent on our ability to implement the necessary regulatory steps required to obtain marketing approval in the United States and in other countries. We cannot predict the outcome of these activities.

We may not be able to enter into agreements with one or more companies experienced in the manufacturing and marketing of therapeutic drugs and, to the extent that we are unable to do so, we will not be able to market our product candidates. Eventual profitability will depend on our success in developing, manufacturing, and marketing our product candidates. We may never achieve profitability and expect to incur net losses in the foreseeable future. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Based on our current cash resources and commitments, we believe we will be able to maintain our current planned development activities and the corresponding level of expenditures for at least the next 12 months, although no assurance can be given that we will not need additional funds prior to such time. If there are unexpected increases in our operating expenses, we may need to seek additional financing during the next 12 months.

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We will need substantial additional capital in order to satisfy our business objectives. There is no assurance that additional financing will be available to us.

The combined financial statements which accompany this prospectus have been prepared assuming that the Company will continue as a going concern. As discussed in the report of the independent registered public accounting firm and the combined financial statements, we have suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern.

To date, we have financed our operations principally through loans or offerings of securities exempt from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act. We believe that our available resources and cash flow will be sufficient to meet our anticipated working capital needs for at least the next 12 months from the date of this prospectus. We will require substantial additional financing at various intervals in order to continue our research and development programs, including significant requirements for operating expenses including intellectual property protection and enforcement, for pursuit of regulatory approvals, and for commercialization of our products. We can provide no assurance that additional funding will be available on a timely basis, on terms acceptable to us, or at all. In the event that we are unable to obtain such financing, we will not be able to fully develop and commercialize our technology. Our future capital requirements will depend upon many factors, including:

● Continued scientific progress in our research and development programs,

● Costs and timing of conducting clinical trials and seeking regulatory approvals and patent prosecutions

● Competing technological and market developments,

● Our ability to enter into technology collaborative relationships or licensing deals with potential business partners, and

● Effects of commercialization activities and facility expansions if and as required.

Our inability to raise capital could have a material adverse effect on our financial condition and the results of operations.

If we cannot secure adequate financing when needed, we may be required to delay, scale back or eliminate one or more of our research and development programs or to enter into license or other arrangements with third parties to commercialize products or technologies that we would otherwise seek to develop ourselves and commercialize ourselves. In such event, our business, prospects, financial condition, and results of operations may be adversely affected as we may be required to scale-back, eliminate, or delay development efforts or product introductions or enter into royalty, sales or other agreements with third parties in order to commercialize our products.

We rely upon patents to protect our technology. We may be unable to protect our intellectual property rights and we may be liable for infringing the intellectual property rights of others, our results of operations could be adversely affected.

Our ability to compete effectively will depend on our ability to maintain the proprietary nature of our technologies. We currently hold several pending patent applications in the United States for our technologies covering sublingual administration. We do not know whether any of our current or future patent applications will result in the issuance of any patents. Even issued patents may be challenged, invalidated or circumvented. Patents may not provide a competitive advantage or afford protection against competitors with similar technology. Competitors or potential competitors may have filed applications for, or may have received patents and may obtain additional and proprietary rights to compounds or processes used by or competitive with ours. In addition, laws of certain foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States.

Further, we intend to rely on a combination of trade secrets and non-disclosure and other contractual agreements and technical measures to protect our rights in our technology. We intend to depend upon confidentiality agreements with our officers, directors, employees, consultants, and subcontractors, as well as collaborative partners, to maintain the proprietary nature of our technology. These measures may not afford us sufficient or complete protection, and others may independently develop technology similar to ours, otherwise avoid our confidentiality agreements, or produce patents that would materially and adversely affect our business, prospects, financial condition, and results of operations.

Litigation regarding patents, patent applications and other proprietary rights may be expensive and time consuming. If we are involved in such litigation, it could cause delays in bringing product candidates to market and harm our ability to operate.

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Patent litigation is becoming widespread in the biopharmaceutical and biotechnology industry and we cannot predict how this will affect our efforts to form strategic alliances, conduct clinical testing or manufacture and market any products under development. We believe that our technology is not subject to any infringement actions based upon the patents of any third parties; however, our technology may in the future be found to infringe upon the rights of others. Others may assert infringement claims against us, and if we should be found to infringe upon their patents, or otherwise impermissibly utilize their intellectual property, our ability to continue to use our technology could be materially restricted or prohibited. If this event occurs, we may be required to obtain licenses from the holders of this intellectual property, enter into royalty agreements, or redesign our products so as not to utilize this intellectual property, each of which may prove to be uneconomical or otherwise impossible. Licenses or royalty agreements required in order for us to use this technology may not be available on terms acceptable to us, or at all. These claims could result in litigation, which could materially adversely affect our business, prospects, financial condition, and results of operations. Our commercial success will also depend significantly on our ability to operate without infringing the patents and other proprietary rights of third parties. Patent applications are, in many cases, maintained in secrecy until patents are issued. The publication of discoveries in the scientific or patent literature frequently occurs substantially later than the date on which the underlying discoveries were made and patent applications are filed. In the event of infringement or violation of another party’s patent, we may be prevented from pursuing product development or commercialization.

At present, our success depends primarily on the successful commercialization of our sublingual GLP-1 products.

The successful commercialization of sublingual GLP-1 products is crucial for our success. At present, our principal product is the sublingual liraglutide. Our sublingual liraglutide is in an early stage of clinical development and faces a variety of risks and uncertainties. Principally, these risks include the following:

● Future clinical trial results may show that the sublingual liraglutide is not well tolerated by recipients at its effective doses or is not efficacious as compared to placebo,

● Future clinical trial results may be inconsistent with previous preliminary testing results and data from our earlier studies may be inconsistent with clinical data,

● Even if our sublingual liraglutide is shown to be safe and effective for its intended purposes, we may face significant or unforeseen difficulties in obtaining or manufacturing sufficient quantities or at reasonable prices,

● Our ability to complete the development and commercialization of the sublingual liraglutide for our intended use is significantly dependent upon our ability to obtain and maintain experienced and committed partners to assist us with obtaining clinical and regulatory approvals for, and the manufacturing, marketing and distribution of, the sublingual liraglutide on a worldwide basis,

● Even if our sublingual liraglutide is successfully developed, commercially produced and receives all necessary regulatory approvals, there is no guarantee that there will be market acceptance of our product, and

● Our competitors may develop therapeutics or other treatments which are superior or less costly than our own with the result that our products, even if they are successfully developed, manufactured and approved, may not generate significant revenues.

If we are unsuccessful in dealing with any of these risks, or if we are unable to successfully commercialize our sublingual liraglutide for some other reason, it would likely seriously harm our business.

We have limited experience in conducting clinical trials.

Clinical trials must meet FDA and foreign regulatory requirements. We have limited experience in designing, conducting and managing the preclinical studies and clinical trials necessary to obtain regulatory approval for our product candidates in any country. We have entered into agreements with CRO’s to assist us in designing, conducting and managing our various clinical trial as described in “Our Business”. Any failure of our collaborating CRO’s or any other consultant to fulfill their obligations could result in significant additional costs as well as delays in designing, consulting and completing clinical trials on our products.

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Our clinical trials may encounter delays, suspensions or other problems.

We may encounter problems in clinical trials that may cause us or the FDA or foreign regulatory agencies to delay, suspend or terminate our clinical trials at any phase. These problems could include the possibility that we may not be able to conduct clinical trials at our preferred sites, enroll a sufficient number of patients for our clinical trials at one or more sites or begin or successfully complete clinical trials in a timely fashion, if at all. Furthermore, we, the FDA or foreign regulatory agencies may suspend clinical trials at any time if we or they believe the subjects participating in the trials are being exposed to unacceptable health risks or if we or they find deficiencies in the clinical trial process or conduct of the investigation. If clinical trials of any of the product candidates fail, we will not be able to market the product candidate which is the subject of the failed clinical trials. The FDA and foreign regulatory agencies could also require additional clinical trials, which would result in increased costs and significant development delays. Our failure to adequately demonstrate the safety and effectiveness of a pharmaceutical product candidate under development could delay or prevent regulatory approval of the product candidate and could have a material adverse effect on our business, prospects, financial condition, and results of operations.

We can provide no assurance that our products will obtain regulatory approval or that the results of clinical studies will be favorable.

The testing, marketing and manufacturing of any of our products will require the approval of the FDA or regulatory agencies of other countries. The results of studies in pre-clinical trials for our products may not predict the results of later-stage clinical trials.

We cannot predict with any certainty the amount of time necessary to obtain regulatory approvals, including from the FDA or other foreign regulatory authorities, and whether any such approvals will ultimately be granted. In any event, review and approval by the regulatory bodies is anticipated to take a number of years. Preclinical and clinical trials may reveal that one or more of our products are ineffective or unsafe, in which event further development of such products could be seriously delayed or terminated. Moreover, obtaining approval for certain products may require the testing on human subjects of substances whose effects on humans are not fully understood or documented. Delays in obtaining necessary regulatory approvals of any proposed product and failure to receive such approvals would have an adverse effect on the product’s potential commercial success and on our business, prospects, financial condition, and results of operations. In addition, it is possible that a product may be found to be ineffective or unsafe due to conditions or facts which arise after development has been completed and regulatory approvals have been obtained. In this event we may be required to withdraw such product from the market. See “Our Business—Regulations.”

We are dependent upon third party suppliers of our raw materials.

We are dependent on outside vendors for our entire supply of our products. While we believe that there are numerous sources of supply available, if the third-party suppliers were to cease production or otherwise fail to supply us with quality raw materials in sufficient quantities on a timely basis and we were unable to contract on acceptable terms for these services with alternative suppliers, our ability to produce our products and to conduct testing and clinical trials would be materially adversely affected.

We are highly dependent upon our ability to enter into agreements with collaborative partners to develop, commercialize, and market our products.

Our long-term strategy is to ultimately seek a strategic commercial partner, or partners, such as large pharmaceutical companies, with extensive experience in the development, commercialization, and marketing of diabetes and obesity applications and/or other metabolic drugs. We anticipate such partner or partners would be responsible for, or substantially support, late-stage clinical trials (Phase 3) and sales and marketing of our products. Such planned strategic partnership, or partnerships, may provide a marketing and sales infrastructure for our products as well as financial and operational support for global clinical trials, post marketing studies, label expansions and other regulatory requirements concerning future clinical development in the United States and elsewhere.

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While our strategy is to partner with an appropriate party, no assurance can be given that any third party would be interested in partnering with us. We currently lack the resources to manufacture any of our product candidates on a large scale and we have no sales, marketing or distribution capabilities. In the event we are not able to enter into a collaborative agreement with a partner or partners, on commercially reasonable terms, or at all, we may be unable to commercialize our products, which would have a material adverse effect upon our business, prospects, financial condition, and results of operations.

We have limited senior management resources and may be required to obtain more resources to manage our growth.

We expect the expansion of our business to place a significant strain on our limited managerial, operational, and financial resources. We will be required to expand our operational and financial systems significantly and to expand, train, and manage our work force in order to manage the expansion of our operations. Our failure to fully integrate our new employees into our operations could have a material adverse effect on our business, prospects, financial condition, and results of operations. Our ability to attract and retain highly skilled personnel is critical to our operations and expansion. We face competition for these types of personnel from other technology companies and more established organizations, many of which have significantly larger operations and greater financial, technical, human, and other resources than we have. We may not be successful in attracting and retaining qualified personnel on a timely basis, on competitive terms, or at all. If we are not successful in attracting and retaining these personnel, our business, prospects, financial condition, and results of operations will be materially adversely affected.

We have limited financial personnel and may not provide reasonable assurance regarding the reliability of internal control over financial reporting.

Due to our inherent limitations derived from our small size and limited number of employees, management’s evaluation of our internal control over financial reporting concluded that there is a material weakness with respect to segregation of duties that may not provide reasonable assurance regarding the reliability of internal control over financial reporting and may not prevent or detect misstatements. Specifically, our Chief Financial Officer serves as our only qualified internal accounting and financial reporting personnel and as such performs all accounting and financial reporting functions without the benefit of independent checks, confirmations or backup other than bookkeeping functions performed by an outside accounting firm. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We depend upon our senior management and skilled personnel and their loss or unavailability could put us at a competitive disadvantage.

We currently depend upon the efforts and abilities of our senior executives, as well as the services of several key consultants and other key personnel, including Sai Ying Thomas Ko, our Technical Advisor. The loss or unavailability of the services of any of these individuals for any significant period of time could have a material adverse effect on our business, prospects, financial condition, and results of operations. We do not maintain “key man” life insurance policies for any of our senior executives.

Recruiting and retaining qualified officers, scientific, clinical, sales and marketing personnel or consultants will also be critical to our success. In addition, we rely on consultants and advisors to assist us in formulating our preclinical studies development and commercialization strategy. The loss of the services of our executive officers or other key employees and consultants could impede the achievement of our research, development and commercialization objectives and seriously harm our ability to successfully implement our business strategy.

Competition to hire from this limited pool is intense, and we may be unable to hire, train, retain or motivate these key personnel or consultants on acceptable terms given the competition among numerous pharmaceutical and biotechnology companies for similar personnel. Our inability to attract and retain qualified skilled personnel would have a material adverse effect on our business, prospects, financial condition, and results of operations.

Fulfilling our obligations incident to being a public company will be expensive and time consuming.

As a public company, the Sarbanes-Oxley Act of 2002, Dodd-Frank Act, and the related rules and regulations of the Securities and Exchange Commission, or the SEC, require us to maintain certain corporate governance practices and adhere to a variety of reporting requirements and complex accounting rules. Compliance with these public company obligations increases our legal and financial compliance costs and place significant additional demands on our finance and accounting staff and on our financial, accounting and information systems.

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Healthcare policy changes, including pending legislation recently adopted and further proposals still pending to reform the U.S. healthcare system, may harm our future business.

Healthcare costs have risen significantly over the past decade. There have been and continue to be proposals by legislators, regulators and third-party payors to keep these costs down. Certain proposals, if passed, would impose limitations on the prices we will be able to charge for the products that we are developing, or the amounts of reimbursement available for these products from governmental agencies or third-party payors. These limitations could in turn reduce the amount of revenues that we will be able to generate in the future from sales of our products and licenses of our technology.

Various healthcare reform proposals have also emerged at the state level. We cannot predict what healthcare initiatives, if any, will be implemented at the federal or state level, or the effect any future legislation or regulation will have on us. However, an expansion in government’s role in the U.S. healthcare industry may lower the future revenues for the products we are developing and adversely affect our future business, possibly materially.

The COVID-19 pandemic could adversely impact portions of our business that rely on research and development activities or clinical trials and delay or disrupt our pipeline, which may adversely impact our Company’s results of operations.

The extent to which the COVID-19 pandemic may impact our business with respect to research and development and clinical trials will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, vaccine distribution, variants of the virus, the duration of the outbreak, travel restrictions and social distancing in countries, business closures or business disruptions, and the effectiveness of actions taken countries to contain and treat the disease. As the COVID-19 pandemic continues, we will likely experience disruptions that could severely impact our business with respect to research and development and clinical trials, including:

● delays or difficulties in enrolling patients in its clinical trials;

● delays or difficulties in clinical site initiation, including difficulties in recruiting clinical site investigators and clinical site staff;

● delays or difficulties in recruiting study participants that fit the criteria necessary for the specific experimental groups required.

● interruption of key clinical trial activities, such as clinical trial site monitoring, due to limitations on travel imposed or recommended by governments, employers and others;

● limitations in employee resources that would otherwise be focused on the conduct of our business with respect to research and development or clinical trials, including due to illness of our employees or their families, an increase in childcare responsibilities for certain employees, the desire of our employees to avoid close contact or contact with large groups of people or as a result of the governmental imposition of stay-at-home orders or similar working restrictions;

● delays in receiving approval from local regulatory authorities to initiate our planned clinical trials;

● delays in clinical sites receiving the supplies and materials needed to conduct clinical trials;

● interruption in global shipping that may affect the transport of clinical trial materials;

● changes in local regulations as part of a response to the COVID-19 pandemic, which may require us to change the ways in which our clinical trials are conducted, which may result in unexpected costs, or discontinuing clinical trials altogether; and

● delays in necessary interactions with local regulators, ethics committees and other important agencies and contractors due to limitations in employee resources or forced furlough of government employees.

In addition, the spread of COVID-19 may negatively impact the Company’s ability to raise additional capital on a timely basis or at all.

We are subject to numerous laws, regulations, standards and other requirements related to personal information, privacy and data protection. Our actual or perceived failure to comply with such laws, regulations, standards and other requirements could negatively affect our business, financial condition or results of operations.

The global data protection landscape is rapidly evolving, and we are subject to numerous federal, state and foreign laws, regulations, standards and other requirements governing the collection, use, disclosure, retention and security of personal information, such as information that we may collect in connection with clinical trials in the United States and abroad. Implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards or requirements may have on our business. This evolution may create uncertainty in our business, affect our ability to operate in certain jurisdictions or to collect, store, transfer, use and share personal information, necessitate the acceptance of more onerous obligations in our contracts, result in liability or impose additional costs on us. Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, our internal or external policies and procedures or our contracts governing our processing of personal information could result in negative publicity, government investigations, enforcement actions, claims by third parties or damage to our reputation, any of which could have a material adverse effect on our business, results of operations and financial condition.

The Swiss Federal Act on Data Protection, or DPA, also applies to the collection and processing of personal data by companies located in Switzerland, or in certain circumstances, by companies located outside of Switzerland. The DPA has been revised and adopted by the Swiss Parliament, and the revised version and its revised ordinances will enter into force on September 1, 2023. This revised law may lead to an increase in our costs of compliance, risk of noncompliance and penalties for noncompliance.

In addition to data privacy and security laws, we may be contractually subject to industry standards adopted by industry groups and may become subject to such obligations in the future. We may also be bound by other contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful.

We may publish privacy policies, marketing materials, and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security. If these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators, or other adverse consequences.

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Risks Relating to Doing Business in the PRC

Our PRC subsidiary is subject to restrictions on paying dividends or making other payments to us, which may have a material adverse effect on our ability to conduct our business.

We are a holding company and conduct some of our business through our PRC subsidiary, which is a limited liability company established in China. We may rely on dividends to be paid by our PRC subsidiary to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. If our PRC subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Our subsidiary has not made any dividends or other distributions to our holding company or any U.S. investors as of the date of this prospectus.

Under PRC laws and regulations, our PRC subsidiary, which is a wholly foreign-owned enterprise in China, may pay dividends only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund a certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital.

We anticipate that our PRC subsidiary will generate primarily all of its revenue in RMB, which is not freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of our PRC subsidiary to use its RMB revenues to pay dividends to us. The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting process may be put forward by State Administration of Foreign Exchange (the “SAFE”) for cross-border transactions falling under both the current account and the capital account. Any limitation on the ability of our PRC subsidiary to pay dividends or make other kinds of payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are incorporated. Any limitation on the ability of our PRC subsidiary to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

There are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside the PRC or otherwise with respect to foreign entities.

We conduct some of our business operations in the PRC. The SEC, U.S. Department of Justice and other authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies and non-U.S. persons, including company directors and officers, in certain emerging markets, including the PRC. Additionally, our public shareholders may have limited rights and few practical remedies in emerging markets where we operate, as shareholder claims that are common in the United States, including class action securities law and fraud claims, generally are difficult to pursue as a matter of law or practicality in many emerging markets, including the PRC. For example, in the PRC, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside the PRC or otherwise with respect to foreign entities. Although the local authorities in the PRC may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, the regulatory cooperation with the securities regulatory authorities in the Unities States has not been efficient in the absence of a mutual and practical cooperation mechanism. According to Article 177 of the PRC Securities Law which became effective in March 2020, no foreign securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to foreign securities regulators.

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As a result, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies may delay or prevent us from using proceeds from this offering and/or future financing activities to make loans or additional capital contributions to our PRC operating subsidiaries.

In July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, which replaces the previous SAFE Circular 75. SAFE Circular 37 requires PRC residents, including PRC individuals and PRC corporate entities, to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we may make in the future.

Under SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose vehicles, or SPVs, are required to register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct or indirect shareholder of an SPV, is required to update its registration with the local branch of SAFE with respect to that SPV, to reflect any material change. Moreover, any subsidiary of such SPV in the PRC is required to urge the PRC resident shareholders to update their registration with the local branch of SAFE to reflect any material change. If any PRC resident shareholder of such SPV fails to make the required registration or to update the registration, the subsidiary of such SPV in the PRC may be prohibited from distributing its profits or the proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions into its subsidiaries in China. In February, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound direct investments, including those required under SAFE Circular 37, must be filed with qualified banks instead of SAFE. Qualified banks should examine the applications and accept registrations under the supervision of SAFE. We do not have PRC residents or entities who directly or indirectly hold shares in our Cayman Islands holding company and who are known to us as being PRC residents. However, we may not be informed of the identities of all the PRC residents or entities holding direct or indirect interest in our company, nor can we compel our beneficial owners to comply with SAFE registration requirements. We cannot assure you that all other shareholders or beneficial owners of ours who are PRC residents or entities have complied with, and will in the future make, obtain or update any applicable registrations or approvals required by, SAFE regulations. Failure by such shareholders or beneficial owners to comply with SAFE regulations, or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, and limit our PRC subsidiary’s ability to make distributions or pay dividends to us or affect our ownership structure, which could adversely affect our business and prospects.

Furthermore, as these foreign exchange and outbound investment related regulations are relatively new and their interpretation and implementation has been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border investments and transactions, will be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. We cannot assure you that we have complied or will be able to comply with all applicable foreign exchange and outbound investment related regulations. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

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As an offshore holding company with a PRC subsidiary, we may transfer funds to our affiliate entities or finance our operating entity by means of loans or capital contributions. Any capital contributions or loans that we, as an offshore entity, make to our PRC subsidiary, including from the proceeds of this Offering, are subject to the above PRC regulations. We may not be able to obtain necessary government registrations or approvals on a timely basis, if at all. If we fail to obtain such approvals or make such registration, our ability to make equity contributions or provide loans to our PRC subsidiary or to fund their operations may be negatively affected, which may adversely affect their liquidity and ability to fund their working capital and expansion projects and meet their obligations and commitments. As a result, our liquidity and our ability to fund and expand our business may be negatively affected.

We must remit the offering proceeds to the PRC before they may be used to benefit our business in the PRC, and this process may take several months to complete.

The process for sending the proceeds from this Offering back to the PRC may take as long as six months after the closing of this Offering. In utilizing the proceeds of this Offering in the manner described in “Use of Proceeds,” as an offshore holding company of our PRC operating subsidiary, we may make loans to our PRC subsidiary, or we may make additional capital contributions to our PRC subsidiary. Any loan to our PRC subsidiary are subject to PRC regulations. For example, loans by us to our PRC subsidiary, which are foreign-invested enterprises, to finance their activities cannot exceed statutory limits and must be registered with SAFE.

To remit the proceeds of the Offering, we must take the following steps:

● First, we will open a special foreign exchange account for capital account transactions. To open this account, we must submit to SAFE certain application forms, identity documents, transaction documents, form of foreign exchange registration of overseas investments of the domestic residents, and foreign exchange registration certificate of the invested company. As of the date of this prospectus, we have already opened a special foreign exchange account for capital account transactions.

● Second, we will remit the offering proceeds into this special foreign exchange account.

● Third, we will apply for settlement of the foreign exchange. In order to do so, we must submit to SAFE certain application forms, identity documents, payment order to a designated person, and a tax certificate.

The timing of the process is difficult to estimate because the efficiencies of different SAFE branches can vary significantly. Ordinarily the process takes several months but is required by law to be accomplished within 180 days of application.

We may also decide to finance our subsidiaries by means of capital contributions. These capital contributions must be approved by MOFCOM or its local counterpart. We cannot assure you that we will be able to obtain these government approvals on a timely basis, if at all, with respect to future capital contributions by us to our subsidiaries. If we fail to receive such approvals, our ability to use the proceeds of this offering and to capitalize our Chinese operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

If we fail to receive such approvals, our ability to use the proceeds of this Offering and to capitalize our Chinese operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC operating subsidiary.

We are an offshore holding company conducting our operations in the PRC through our PRC subsidiary. We may make loans to our PRC subsidiary, or we may make additional capital contributions to our PRC subsidiary, or we may establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, or we may acquire offshore entities with business operations in the PRC in an offshore transaction.

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Most of these ways are subject to PRC regulations and approvals or registration. For example, loans by us to our wholly owned PRC subsidiary to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE. If we decide to finance our wholly owned PRC subsidiary by means of capital contributions, these capital contributions are subject to registration with the State Administration for Market Regulation or its local branch, reporting of foreign investment information with the PRC Ministry of Commerce, or registration with other governmental authorities in the PRC. Due to the restrictions imposed on loans in foreign currencies extended to PRC domestic companies, we are not likely to make such loans to our PRC subsidiary, which is a PRC domestic company. Further, we are not likely to finance the activities of our PRC subsidiary by means of capital contributions due to regulatory restrictions relating to foreign investment in PRC domestic enterprises engaged in certain businesses.

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or SAFE Circular 19, effective June 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in the PRC in actual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from this Offering, to our PRC subsidiary, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC. On October 23, 2019, the SAFE promulgated the Notice for Further Advancing the Facilitation of Cross-border Trade and Investment, or the SAFE Circular 28, which, among other things, allows all foreign-invested companies to use RMB converted from foreign currency-denominated capital for equity investments in the PRC, as long as the equity investment is genuine, does not violate applicable laws, and complies with the negative list on foreign investment. However, since the SAFE Circular 28 is newly promulgated, it is unclear how SAFE and competent banks will carry this out in practice.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to our PRC subsidiary or future capital contributions by us to our PRC subsidiary. As a result, uncertainties exist as to our ability to provide prompt financial support to our PRC subsidiary when needed. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we expect to receive from this Offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

Adverse changes in political and economic policies of the PRC government could have a material adverse effect on the overall economic growth of the PRC, which could reduce the demand for our products and services and materially and adversely affect our competitive position.

Some of our business operations are conducted in the PRC. Accordingly, our business, results of operations, financial condition and prospects are subject to economic, political and legal developments in the PRC. Although the Chinese economy is no longer a planned economy, the PRC government continues to exercise significant control over the PRC’s economic growth through direct allocation of resources, monetary and tax policies, and a host of other government policies such as those that encourage or restrict investment in certain industries by foreign investors, control the exchange between RMB and foreign currencies, and regulate the growth of the general or specific market.

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From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Any administrative and court proceedings in the PRC may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business and results of operations.

Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. Such unpredictability towards our contractual, property (including intellectual property) and procedural rights could adversely affect our business and impede our ability to continue our operations.

These government involvements have been instrumental in the PRC’s significant growth in the past 30 years. In response to the recent global and Chinese economic downturn, the PRC government has adopted policy measures aimed at stimulating the economic growth in China. If the PRC government’s current or future policies fail to help the Chinese economy achieve further growth or if any aspect of the PRC government’s policies limits the growth of our industry or otherwise negatively affects our business, our growth rate or strategy, our results of operations could be adversely affected as a result.

Changes in the PRC’s economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations.

Although only some of our operations are located in the PRC, our business, prospects, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in the PRC generally and by continued economic growth in the PRC as a whole.

The Chinese economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in the PRC is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over the PRC’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity in China, and since 2012, the PRC’s economic growth has slowed down. Any prolonged slowdown in the Chinese economy may reduce the demand for our products and services and materially and adversely affect our business and results of operations.

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We must comply with the Foreign Corrupt Practices Act and Chinese anti-corruption laws.

We are required to comply with the United States Foreign Corrupt Practices Act, or FCPA, which prohibits US companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some of our competitors, are not subject to these prohibitions. The PRC also strictly prohibits bribery of government officials. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in the PRC. It is our policy to prohibit our employees, and to discourage our agents, representatives and consultants from engaging in such practices. If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. Our employees, agents, representatives and consultants may not always be subject to our control. If any of them violates FCPA or other anti-corruption law, we might be held responsible. We could suffer severe penalties in that event. In addition, the US government may seek to hold us liable for successor liability FCPA violations committed by companies in which we invest or which we acquire.

Uncertainties with respect to the PRC legal system, including those regarding the enforcement of laws, and sudden or unexpected changes, with little advance notice, in laws and regulations in the PRC could adversely affect us and limit the legal protections available to you and us.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement could be unpredictable, with little advance notice. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.

We conduct all of our business through our PRC subsidiary. Our operations in the PRC are governed by PRC laws and regulations. Our PRC subsidiary is generally subject to laws and regulations applicable to foreign investments in the PRC and, in particular, laws and regulations applicable to wholly foreign-owned enterprises. The PRC legal system is based on statutes. Prior court decisions may be cited for reference but have limited precedential value.

Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in the PRC. However, the PRC has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in the PRC. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their non-binding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. In addition, any litigation in the PRC may be protracted and result in substantial costs and diversion of resources and management attention.

The PRC government has significant oversight and discretion over the conduct of our business and may intervene or influence our operations as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition and results of operations. Furthermore, the PRC government has recently indicated an intent to assert more oversight and control over securities offerings and other capital markets activities that are conducted overseas and foreign investment in PRC-based companies like us. Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.

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Governmental control of currency conversion may affect the value of your investment.

The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of the PRC. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiary to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, approval from appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of the PRC to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also, at its discretion, restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our security-holders.

We are a holding company and we rely on our subsidiaries for funding dividend payments, which are subject to restrictions under PRC laws.

We are an exempted company with limited liability incorporated under the laws in the Cayman Islands, which is structured as a holding company, and we operate our core businesses through our subsidiaries. Therefore, the availability of funds for us to pay dividends to our shareholders and to service our indebtedness depends upon dividends received from our subsidiaries. If our PRC subsidiary incurs debt or losses, its ability to pay dividends or other distributions to us may be impaired. As a result, our ability to pay dividends and to repay our indebtedness will be restricted. PRC laws require that dividends be paid only out of the after-tax profit of our PRC subsidiary calculated according to PRC accounting principles, which differ in many aspects from generally accepted accounting principles in other jurisdictions. PRC laws also require enterprises established in the PRC to set aside part of their after-tax profits as statutory reserves. These statutory reserves are not available for distribution as cash dividends. In addition, restrictive covenants in bank credit facilities or other agreements that we or our subsidiaries may enter into in the future may also restrict the ability of our subsidiaries to pay dividends to us. These restrictions on the availability of our funding may impact our ability to pay dividends to our shareholders and to service our indebtedness.

To the extent cash or assets in the business is/are in the PRC or HK SAR or a PRC or HK SAR entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or HK SAR due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.

The transfer of funds and assets among BioLingus (Cayman) Limited, its Hong Kong and PRC subsidiaries is subject to restrictions. The PRC government imposes controls on the conversion of the RMB into foreign currencies and the remittance of currencies out of the PRC. See “Risk Factors – Governmental control of currency conversion may affect the value of your investment.” In addition, the PRC Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises, unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident. – See “Risk Factors – Our PRC subsidiary is subject to restrictions on paying dividends or making other payments to us, which may have a material adverse effect on our ability to conduct our business”.

As of the date of this prospectus, there are no restrictions or limitations imposed by the HK SAR government on the transfer of capital within, into and out of HK SAR (including funds from HK SAR to the PRC), except for the transfer of funds involving money laundering and criminal activities. However, there is no guarantee that the HK SAR government will not promulgate new laws or regulations that may impose such restrictions in the future.

As a result of the above, to the extent cash or assets in the business is/are in the PRC or HK SAR or a PRC or HK SAR entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or HK SAR due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.

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Our business may be materially and adversely affected if any of our PRC or HK SAR subsidiaries declare bankruptcy or become subject to a dissolution or liquidation proceeding.

The Enterprise Bankruptcy Law of the PRC, or the Bankruptcy Law, came into effect on June 1, 2007. The Bankruptcy Law provides that an enterprise will be liquidated if the enterprise fails to settle its debts as and when they fall due and if the enterprise’s assets are, or are demonstrably, insufficient to clear such debts.

Our PRC and HK SAR subsidiaries holds certain assets that are important to our business operations. If our PRC or HK SAR subsidiaries undergo a voluntary or involuntary liquidation proceeding, unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results of operations.

According to SAFE’s Notice of the State Administration of Foreign Exchange on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment, effective on 17 December 2012, and the Provisions for Administration of Foreign Exchange Relating to Inbound Direct Investment by Foreign Investors, effective May 13, 2013, if our PRC subsidiary undergoes a voluntary or involuntary liquidation proceeding, prior approval from SAFE for remittance of foreign exchange to our shareholders abroad is no longer required, but we still need to conduct a registration process with the SAFE local branch. It is not clear whether “registration” is a mere formality or involves the kind of substantive review process undertaken by SAFE and its relevant branches in the past.

The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if our subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors.

BioLingus (Cayman) Limited is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is not a Chinese operating company. As a holding company with no material operations of its own, it conducts all of its operations and operates its business in China through its PRC subsidiary. Because of our corporate structure as a Cayman Islands holding company with operations conducted by our PRC subsidiary, it involves unique risks to investors. Furthermore, Chinese regulatory authorities could change the rules and regulations regarding foreign ownership in the industry in which the company operates, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

Given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless.

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Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which was made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems, will be taken to deal with the risks and incidents of China-concept overseas listed companies. As of the date of this prospectus, we have not received any inquiry, notice, warning, or sanctions from PRC government authorities in connection with the Opinions.

On June 10, 2021, the Standing Committee of the National People’s Congress of China, or the SCNPC, promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data an information.

In early July 2021, regulatory authorities in China launched cybersecurity investigations with regard to several China-based companies that are listed in the United States. The Chinese cybersecurity regulator announced on July 2 that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the company’s app be removed from smartphone app stores. On July 5, 2021, the Chinese cybersecurity regulator launched the same investigation on two other Internet platforms, China’s Full Truck Alliance of Full Truck Alliance Co. Ltd. (NYSE: YMM) and Boss of KANZHUN LIMITED (Nasdaq: BZ). On July 24, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly released the Guidelines for Further Easing the Burden of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which foreign investment in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from this sector.

On July 30, 2021, the State Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, or the Regulations, which took effect on September 1, 2021. The Regulations supplement and specify the provisions on the security of critical information infrastructure as stated in the Cybersecurity Review Measures. The Regulations provide, among others, that protection department of certain industry or sector shall notify the operator of the critical information infrastructure in time after the identification of certain critical information infrastructure.

On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law of the PRC, or the Personal Information Protection Law, which took effect in November 2021. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the Personal Information Protection Law provides, among others, that (i) an individual’s consent shall be obtained to use sensitive personal information, such as biometric characteristics and individual location tracking, (ii) personal information operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual’s rights, and (iii) where personal information operators reject an individual’s request to exercise his or her rights, the individual may file a lawsuit with a People’s Court.

As such, the Company’s business segments may be subject to various government and regulatory interference in the provinces in which they operate. The Company could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Additionally, the governmental and regulatory interference could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Furthermore, it is uncertain when and whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.

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On February 17, 2023, the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, and five Guidelines on the Application of Regulatory Rules(“Overseas Listing Regulations”), which will come into effect on March 31, 2023. The Overseas Listing Regulations requires that a PRC domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Overseas Listing Regulations. Our PRC counsel, Beijing DeHeng Law Office, has advised us that, according to the criteria for determining Indirect Overseas Issuance and Listing under the Overseas Listing Regulations, the proposed listing shall not be deemed an Indirect Overseas Issuance and Listing under the Overseas Listing Regulations. Therefore, the Company would not be required to complete the filing procedures of and submit the relevant information to CSRC after the Overseas Listing Regulations become effective. However, our PRC counsel has further advised us that there remain some uncertainties as to how the Overseas Listing Regulations 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 Overseas Listing Regulations. We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion as we do. If it is determined that filing procedures is required for this offering, we may face sanctions by the CSRC or other PRC regulatory agencies for failure to fulfill filing procedure for this Offering. These sanctions may include an order by the CSRC to make rectification, warnings and fines in the PRC.

In addition, on December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, or the Revised Review Measures, which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&A published on the official website of the State Cipher Code Administration in connection with the issuance of the Revised Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. Given the recency of the issuance of the Revised Review Measures and their pending effectiveness, there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation. For example, it is unclear whether the requirement of cybersecurity review applies to follow-on offerings by an “online platform operator” that is in possession of personal data of more than one million users where the offshore holding company of such operator is already listed overseas. Furthermore, the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. If the draft Regulations on Network Data Security Management are enacted in the current form, we, as an overseas listed company, will be required to carry out an annual data security review and comply with the relevant reporting obligations.

As confirmed by our PRC counsel, Beijing DeHeng Law Office, we will not be subject to cybersecurity review with the CAC after the Cybersecurity Review Measures became effective on February 15, 2022, since we currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity Review Measures; we are also not subject to network data security review by the CAC if the Draft Regulations on the Network Data Security Administration are enacted as proposed, since we currently do not have over one million users’ personal information and do not collect data that affects or may affect national security and we do not anticipate that we will be collecting over one million users’ personal information or data that affects or may affect national security in the foreseeable future, which we understand might otherwise subject us to the Security Administration Draft.

Although the Company is currently not required to obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice.

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Fluctuations in exchange rates could adversely affect our business and the value of our securities.

Changes in the value of the RMB against the U.S. dollar, Euro and other foreign currencies are affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of the RMB may have a material adverse effect on our revenues and financial condition, and the value of, and any dividends payable on our shares in U.S. dollar terms. For example, to the extent that we need to convert U.S. dollars we receive from our public offering into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on RMB amount we would receive from the conversion. Conversely, if we decide to convert our RMB into U.S. dollars for the purpose of paying dividends on our Ordinary Shares or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. In addition, fluctuations of the RMB against other currencies may increase or decrease the cost of imports and exports, and thus affect the price-competitiveness of our products against products of foreign manufacturers or products relying on foreign inputs.

Since July 2005, the RMB is no longer pegged to the U.S. dollar. Although the People’s Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.

Increases in labor costs in the PRC may adversely affect our business and results of operations.

The currently effective PRC Labor Contract Law, or the Labor Contract Law was first adopted on June 29, 2007 and later amended on December 28, 2012. The PRC Labor Contract Law has reinforced the protection of employees who, under the Labor Contract Law, have the right, among others, to have written employment contracts, to enter into employment contracts with no fixed term under certain circumstances, to receive overtime wages and to terminate or alter terms in labor contracts. Furthermore, the Labor Contract Law sets forth additional restrictions and increases the costs involved with dismissing employees. To the extent that we need to significantly reduce our workforce, the Labor Contract Law could adversely affect our ability to do so in a timely and cost-effective manner, and our results of operations could be adversely affected. In addition, for employees whose employment contracts include non-competition terms, the Labor Contract Law requires us to pay monthly compensation after such employment is terminated, which will increase our operating expenses.

We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to pass on these increased labor costs to our customers by increasing the prices of our products and services, our financial condition and results of operations would be materially and adversely affected.

We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers.

We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws. In particular, there are numerous laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other user data. Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

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We expect to obtain information about various aspects of our operations as well as regarding our employees and third parties. We also maintain information about various aspects of our operations as well as regarding our employees. The integrity and protection of our customer, employee and company data is critical to our business. Our customers and employees expect that we will adequately protect their personal information. We are required by applicable laws to keep strictly confidential the personal information that we collect, and to take adequate security measures to safeguard such information.

The PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits institutions, companies and their employees from selling or otherwise illegally disclosing a citizen’s personal information obtained during the course of performing duties or providing services or obtaining such information through theft or other illegal ways. On November 7, 2016, the Standing Committee of the PRC National People’s Congress issued the Cyber Security Law of the PRC, or Cyber Security Law, which became effective on June 1, 2017.

Pursuant to the Cyber Security Law, network operators must not, without users’ consent, collect their personal information, and may only collect users’ personal information necessary to provide their services. Providers are also obliged to provide security maintenance for their products and services and shall comply with provisions regarding the protection of personal information as stipulated under the relevant laws and regulations.

The Civil Code of the PRC (issued by the PRC National People’s Congress on May 28, 2020 and effective from January 1, 2021) provides main legal basis for privacy and personal information infringement claims under the Chinese civil laws. PRC regulators, including the Cyberspace Administration of China, MIIT, and the Ministry of Public Security have been increasingly focused on regulation in the areas of data security and data protection.

The PRC regulatory requirements regarding cybersecurity are constantly evolving. For instance, various regulatory bodies in China, including the Cyberspace Administration of China, the Ministry of Public Security and the SAMR, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations.

In November 2016, the Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law (“CSL”), which became effective in June 2017. The CSL is the first PRC law that systematically lays out the regulatory requirements on cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government scrutiny. The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutting down the websites, and revocation of business license or relevant permits. In April 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security. On July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments (“Draft Measures”), which required that, in addition to “operator of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. The Cyberspace Administration of China has said that under the proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments,” The cybersecurity review will also investigate the potential national security risks from overseas IPOs. We do not know what regulations will be adopted or how such regulations will affect us and our listing on Nasdaq. In the event that the Cyberspace Administration of China determines that we are subject to these regulations, we may be required to delist from Nasdaq and we may be subject to fines and penalties. On June 10, 2021, the Standing Committee of the NPC promulgated the PRC Data Security Law, which took effect on September 1, 2021. The Data Security Law also sets forth the data security protection obligations for entities and individuals handling personal data, including that no entity or individual may acquire such data by stealing or other illegal means, and the collection and use of such data should not exceed the necessary limits The costs of compliance with, and other burdens imposed by, CSL and any other cybersecurity and related laws may limit the use and adoption of our products and services and could have an adverse impact on our business. Further, if the enacted version of the Measures for Cybersecurity Review mandates clearance of cybersecurity review and other specific actions to be completed by companies like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

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On December 28, 2021, the Cyberspace Administration of China jointly with the relevant authorities published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replaced the Review Measures, which required that, operators of critical information infrastructure purchasing network products and services, and data processors (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

Under the Data Security Law enacted on September 1, 2021 and the Measures for Cybersecurity Review (2021) implemented on February 15, 2022, since we are not an Operator, nor do we control more than one million users’ personal information, we would not be required to apply for a cybersecurity review by the CAC. However, if the CSRC, CAC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for this offering and any follow-on offering, we may be unable to obtain such approvals and we may face sanctions by the CSRC, CAC or other PRC regulatory agencies for failure to seek their approval which could significantly limit or completely hinder our ability to offer or continue to offer securities to our investors and the securities currently being offered may substantially decline in value and be worthless.

On July 30, 2021, the State Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, or the Regulations, which took effect on September 1, 2021. The Regulations supplement and specify the provisions on the security of critical information infrastructure as stated in the Cybersecurity Review Measures. The Regulations provide, among others, that protection department of certain industry or sector shall notify the operator of the critical information infrastructure in time after the identification of certain critical information infrastructure.

On August 20, 2021, the Standing Committee of the NPC approved the Personal Information Protection Law (“PIPL”), which became effective on November 1, 2021. The PIPL regulates collection of personal identifiable information and seeks to address the issue of algorithmic discrimination. Companies in violation of the PIPL may be subject to warnings and admonishments, forced corrections, confiscation of corresponding income, suspension of related services, and fines. We had not collected identifiable or sensitive personal information of individual end-users, such as ID card numbers and real names, which means our potential access or exposure to customers’ personal information is limited. However, in the event we inadvertently access or become exposed to customers’ personal identifiable information, then we may face heightened exposure to the PIPL.

We cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that we can fully or timely comply with such laws. In the event that we are subject to any mandatory cybersecurity review and other specific actions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be timely completed, or at all. Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties, which could materially and adversely affect our business, financial condition, and results of operations.

If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, this Offering and our reputation and could result in a loss of your investment in our Ordinary Shares, especially if such matter cannot be addressed and resolved favorably.

Recently, U.S. public companies that have substantially all of their operations in China, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on our Company, our business and this Offering. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend the Company. This situation may be a major distraction to our management. If such allegations are not proven to be groundless, our Company and business operations will be severely hampered and your investment in our Ordinary Shares could be rendered worthless.

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You may face difficulties in protecting your interests and exercising your rights as a shareholder since we conduct substantially all of our operations outside the United States, and almost all of our officers and directors reside outside the United States.

Although we are incorporated in the Cayman Islands, we conduct substantially all of our operations outside the United States. All of our current officers and almost all of our directors reside outside the United States and substantially all of the assets of those persons are located outside of the United States. It may be difficult for you to conduct due diligence on the Company or such directors in your election of the directors and attend shareholders meeting if the meeting is held outside the United States. We plan to have one shareholder meeting each year at a location to be determined, in all likelihood outside the United States. As a result of all of the above, our public shareholders may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than would shareholders of a corporation doing business entirely or predominantly within the United States.

The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our Offering.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring 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 is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national securities exchange or in the over-the-counter trading market in the U.S. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law.

On March 24, 2021, the SEC announced that it had adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the Act. The interim final amendments will apply to registrants that the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or N-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. The SEC will implement a process for identifying such a registrant and any such identified registrant will be required to submit documentation to the SEC establishing that it is not owned or controlled by a governmental entity in that foreign jurisdiction, and will also require disclosure in the registrant’s annual report regarding the audit arrangements of, and governmental influence on, such a registrant.

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On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, and reduces the time period for the delisting of foreign companies under the HFCAA to two consecutive years instead of three years. On December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring 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, thus reducing the time period for triggering the prohibition on trading.

On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions (“Commission-Identified Issuer”). The final amendments are effective on January 10, 2022. The SEC will begin to identify and list Commission-Identified Issuers on its website shortly after registrants begin filing their annual reports for 2021.

On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in the PRC and in HK SAR, because of positions taken by PRC authorities in those jurisdictions.

On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of Finance of China. The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. The SOP Agreement remains unpublished and is subject to further explanation and implementation. In other words, the SOP Agreement is just the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in the PRC and HK SAR. Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction. According to the PCAOB, its December 2021 determinations under the HFCAA remain in effect. The PCAOB is required to reassess these determinations by the end of 2022. Under the PCAOB’s rules, a reassessment of a determination under the HFCAA may result in the PCAOB reaffirming, modifying or vacating the determination. However, if the PCAOB continues to be prohibited from conducting complete inspections and investigations of PCAOB-registered public accounting firms in the PRC and HK SAR, the PCAOB is likely to determine by the end of 2022 that positions taken by authorities in the PRC obstructed its ability to inspect and investigate registered public accounting firms in the PRC and HK SAR completely, then the companies audited by those registered public accounting firms would be subject to a trading prohibition on U.S. markets pursuant to the HFCAA. On December 16, 2022, the Chairwoman of the House Committee on Financial Services announced that PCAOB had determined that it had gained complete and unfettered access to be able to inspect China-based and HK SAR-based PCAOB-registered accounting and audit firms.

The lack of access to the PCAOB inspection in the PRC prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in the PRC. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in the PRC makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause existing and potential investors in our stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

Our auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. Our auditor is headquartered in San Mateo, California and is subject to inspection by the PCAOB on a regular basis with the last inspection in 2020. If it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction, trading in our securities could be prohibited under the Holding Foreign Companies Accountable Act and as a result an exchange may determine to delist your securities.

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These recent developments could add uncertainties to our Offering and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.

Our shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for three consecutive years beginning in 2021 because of a position taken by an authority in a foreign jurisdiction. The delisting of our shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.

The Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit such shares from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above.

Despite that we have a U.S. based auditor that is registered with the PCAOB and subject to PCAOB inspection, there are still risks to the Company and investors if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction. Such risks include but are not limited to that trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act and as a result an exchange may determine to delist our securities.

The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in August 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex, including requirements in some instances that the MOC be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. For example, the M&A Rules require that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that impact or may impact national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Moreover, the Anti-Monopoly Law promulgated by the SCNPC effective in 2008 and amended in 2022 requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds (i.e., during the previous fiscal year, (i) the total global turnover of all operators participating in the transaction exceeds RMB10 billion and at least two of these operators each had a turnover of more than RMB400 million within China, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB 2 billion, and at least two of the operators each had a turnover of more than RMB 400 million within China) must be cleared by MOFCOM before they can be completed.

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Moreover, the Anti-Monopoly Law requires that the MOC shall be notified in advance of any concentration of undertaking if certain thresholds are triggered. In addition, Provisions of Ministry of Commerce on Implementation of Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors issued by the MOC that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOC, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes, including obtaining approval from the MOC or its local counterparts may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

The approval of the China Securities Regulatory Commission may be required in connection with this Offering, and, if required, we cannot predict whether we will be able to obtain such approval.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission, or the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

Our PRC counsel, Beijing DeHeng Law Office, has advised us that, based on its understanding of the current PRC laws and regulations, we will not be required to obtain the aforesaid approval of the listing and trading of our Ordinary Shares on Nasdaq in the context of this Offering because we did not establish our PRC subsidiary by merger with or acquisition of PRC domestic companies using equities as consideration as defined in the M&A Rules.

However, our PRC counsel has further advised us that there remain some uncertainties 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. We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion as we do. If it is determined that CSRC approval is required for this offering, we may face sanctions by the CSRC or other PRC regulatory agencies for failure to seek CSRC approval for this Offering. These sanctions may include fines and penalties on our operations in the PRC, limitations on our operating privileges in the PRC, delays in or restrictions on the repatriation of the proceeds from this Offering into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our PRC subsidiary, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our Ordinary Shares. Furthermore, the CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this Offering before the settlement and delivery of the Ordinary Shares that we are offering. Consequently, if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of the Ordinary Shares we are offering, you would be doing so at the risk that the settlement and delivery may not occur.

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Risks Related to Our Initial Public Offering and Ownership of Our Ordinary Shares

The initial public offering price of our Ordinary Shares may not be indicative of the market price of our Ordinary Shares after this Offering. In addition, an active, liquid, and orderly trading market for our Ordinary Shares may not develop or be maintained, and our share price may be volatile.

Prior to this initial public offering, our Ordinary Shares were not traded on any market. Any active, liquid, and orderly trading market for our Ordinary Shares may not develop or be maintained after this Offering. Active, liquid, and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchases and sale orders. The market price of our Ordinary Shares could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our Ordinary Shares, you could lose a substantial part or all of your investment in our Ordinary Shares. The initial public offering price will be determined by us based on numerous factors and may not be indicative of the market price of our Ordinary Shares after this Offering. Consequently, you may not be able to sell our Ordinary Shares at a price equal to or greater than the price paid by you in this Offering. The following factors could affect our share price: (a) our operating and financial performance; (b) quarterly variations in the rate of growth of our financial indicators, such as net income per share, net income and revenues; (c) the public reaction to our press releases, our other public announcements and our filings with the SEC; (d) strategic actions by our competitors; (e) changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts; (f) speculation in the press or investment community; (g) the failure of research analysts to cover our Ordinary Shares; (h) sales of our Ordinary Shares by us or other shareholders, or the perception that such sales may occur; (i) changes in accounting principles, policies, guidance, interpretations or standards; (j) additions or departures of key management personnel; (k) actions by our shareholders; (l) domestic and international economic, legal and regulatory factors unrelated to our performance; and (m) the realization of any risks described within this “Significant Risk Factors” section. The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Ordinary Shares. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources, and harm our business, operating results, and financial condition.

Our operating results and share price may be volatile, and the market price of our Ordinary Shares after this Offering may drop below the price you pay.

Our Ordinary Shares may be subject to rapid and substantial price volatility. Recently, companies with comparably small public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Although the specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few stockholders have on the price of our Ordinary Shares, which may cause our share price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Our Ordinary Shares may experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares. In addition, investors in our Ordinary Shares may experience losses, which may be material, if the price of our Ordinary Shares declines after this offering or if such investors purchase our Ordinary Shares prior to any price decline.

There may not be an active, liquid trading market for our Ordinary Shares.

Prior to the completion of this Offering, there has been no public market for our Ordinary Shares. An active trading market for our Ordinary Shares may not develop or be sustained following this Offering. You may not be able to sell your shares at the market price, if at all, if trading in our shares is not active. The initial public offering price was determined by negotiations between us and our advisors based upon a number of factors. The initial public offering price may not be indicative of prices that will prevail in the trading market.

Our significant shareholders have considerable influence over our corporate matters.

Our significant shareholders will hold considerable influence over corporate matters requiring shareholder approval and will independently control the operations of our Company, including without limitation electing directors and approving material mergers, acquisitions, or other business combination transactions. This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover, or other change of control transactions, which could have the effect of depriving other shareholders of the opportunity to sell their shares at a premium over the prevailing market price.

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Our significant shareholders may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

Because our significant shareholders have, either collectively or individually, considerable influence over our corporate matters, their interests may differ from the interests of our Company as a whole. These shareholders could, for example, appoint directors and management without the requisite experience or knowledge to steer our Company properly because of their affiliations or loyalty, and such actions may materially and adversely affect our business and financial condition. Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our Company. If we cannot resolve any conflict of interest or dispute between the shareholders and us, we would have to rely on legal proceedings, which could disrupt our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

Upon completion of the Offering, our significant shareholders will continue to have the ability to exercise a controlling influence on our management, policies, and business, including matters related to our management and policies and certain matters requiring the approval of our shareholders, including election of directors, approval of significant corporate transactions, and the timing and distribution of dividends. The significant shareholders may take actions that you may not agree with or that are not in our public shareholders’ best interests, and there is no assurance that our significant shareholders will always take actions that will benefit our other shareholders. Except as otherwise described herein, there are no restrictions imposed on our significant shareholders that will prevent them from disposal of their shares. If our significant shareholders decide to dispose of the shares after the lock-up period that restricts any disposal of shares by our significant shareholders, the market price of our shares may fall. In addition, any disposal of shares by our significant shareholders may make it more difficult for us to issue new shares in the future at a time and at a price we deem appropriate, thereby limiting our ability to raise capital.

We cannot guarantee that we will declare or distribute any dividend in the future.

Our board has complete discretion as to whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided that in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.

We have broad discretion in the use of the net proceeds from our Offering and may not use them effectively.

Our management will have discretion in the application of net proceeds from the Offering, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our shareholders disagree. The failure of our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from our Offering in a manner that does not produce income or that loses value.

We are a holding company whose principal source of operating cash is the income received from our subsidiaries.

We are dependent on the income generated by our subsidiaries in order to make distributions and dividends on the shares. The amount of distributions and dividends, if any, which may be paid to us from our operating subsidiaries will depend on many factors, including such subsidiaries’ results of operations and financial condition, limits on dividends under applicable law, constitutional documents, documents governing any indebtedness, foreign exchange and remittance restrictions, and other factors that may be outside our control. If our operating subsidiaries do not generate sufficient cash flow, we may be unable to make distributions and dividends on the shares.

We may grant share incentives in the future, which may result in increased share-based compensation expenses and negatively impact our results of operations, and our shareholders’ interest may be diluted as a result.

We believe the granting of share-based compensation is of significant importance to our ability to attract and retain key personnel, and we may adopt a share incentive plan in the future. As a result, our expenses associated with share-based compensation may increase substantially, which could materially and adversely affect our business, financial condition, and results of operations, and our shareholders’ interest may be diluted as a result of the issuance of new shares to our key personnel under the share incentive plan.

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Future financing may cause a dilution in your shareholding or place restrictions on our operations.

We may need to raise additional funds in the future to finance further expansion of our capacity and business related to our existing operations, acquisitions, or strategic partnerships. If additional funds are raised through the issuance of new equity or equity-linked securities of the company other than on a pro-rata basis to existing shareholders, the percentage ownership of such shareholders in the Company may be reduced, and such new securities may confer rights and privileges that take priority over those conferred by the shares. Alternatively, if we meet such funding requirements by way of additional debt financing, we may have restrictions placed on us through such debt financing arrangements which may: (a) further limit our ability to pay dividends or require us to seek consent for the payment of dividends; (b) increase our vulnerability to general adverse economic and industry conditions; (c) require us to dedicate a substantial portion of our cash flows from operations to service our debt, thereby reducing the availability of our cash flow to fund capital expenditures, working capital requirements, and other general corporate needs; and (d) limit our flexibility in planning for, or reacting to, changes in our business and our industry.

The price of the Ordinary Shares and other terms of this Offering have been arbitrarily determined by us along with our underwriter.

If you purchase our Ordinary Shares in this Offering, you will pay a price that was not established in a competitive market. Rather, you will pay a price that was arbitrarily determined by us along with our underwriter. The offering price for our Ordinary Shares may bear no relationship to our assets, book value, historical results of operations, or any other established criterion of value. The trading price, if any, of the Ordinary Shares that may prevail in any market that may develop in the future, for which there can be no assurance, may be higher or lower than the price you paid for our Ordinary Shares.

You will experience immediate and substantial dilution.

As the initial public offering price of our shares is higher than the pro forma net tangible book value per share of our shares immediately prior to the Offering, purchasers of our shares in the Offering will experience an immediate dilution in pro forma net tangible book value per share from the price per share that has been paid for the shares. Our existing shareholders will receive an increase in the pro forma net tangible book value per share of their shares. Accordingly, if you purchase shares in this Offering, you will incur immediate and substantial dilution of your investment.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing original actions in the Cayman Islands, HK SAR, the PRC, Switzerland and Australia based on U.S. or other foreign laws against us, our management, or the experts named in the prospectus.

Although we are a Cayman Islands-incorporated company, we conduct substantially all of our operations in Switzerland and to a much lesser extent, HK SAR, the PRC and Australia, and substantially all of our assets are located in Switzerland. In addition, a majority of our directors and executive officers reside outside the United States, and most of the assets of these persons are located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon us or these individuals, or to bring an action or to enforce against us or against these individuals in the United States in the event that you believe your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, HK SAR, the PRC, Switzerland and Australia may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

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Ogier, our counsel with respect to the laws of the Cayman Islands, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) 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 (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. Ogier has further advised us that there is currently no statutory enforcement of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: (i) is given by a foreign court of competent jurisdiction; (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (iii) is final; (iv) is not in respect of taxes, a fine or a penalty; (v) was not obtained by fraud; and (vi) is not of a kind the enforcement of which is contrary to natural justice or public policy of the Cayman Islands.

Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.

HK SAR is a Special Administrative Region of the People’s Republic of China. Foreign judgments can be enforced under the Foreign Judgments (Reciprocal Enforcement) Ordinance (Cap. 319 of the Laws of Hong Kong) or under common law. Foreign judgments can be enforced through a statutory registration scheme under the Foreign Judgments (Reciprocal Enforcement) Ordinance based on reciprocal recognition of judgment between Hong Kong and the foreign courts. The United States is not a designated country under the Foreign Judgments (Reciprocal Enforcement) Ordinance. As a result, a judgment rendered by a court in the United States, including as a result of administrative actions brought by regulatory authorities, such as the SEC, and other actions, cannot be registered and may only be enforced at common law. With respect to enforcing a judgment of the U.S. court at common law, the U.S. court judgment will not be enforced directly by execution or any other process. The U.S. court judgment itself may form the basis of a cause of action and the judgment will be regarded as creating a debt between the parties to it. The judgment debtors liability arises on an implied promise to pay the amount of U.S. court judgment under a simple contract. Being a promise under a contract, it is subject to the usual limitation period of 6 years for such legal action. For a U.S. court judgment to be enforceable at common law in HK SAR, certain requirements must be met: (i) such a judgment must be for a debt or a definite sum of money other than a sum payable in respect of taxes, penalties or similar charges; (ii) the judgment creditor has to prove, among other things, that the U.S. court judgment is a final judgment conclusive upon the merits of the claim in the U.S. jurisdiction; (iii) the U.S. court judgment must come from a “competent” court (as determined by the private international law rules applied by the HK SAR courts); (iv) the U.S. court judgment was not obtained by fraud; (v) the U.S. court judgment was not contrary to Hong Kong rules of public policy or notions of natural justice; (vi) the U.S. court judgment is not irreconcilable with the prior decision of the Hong Kong court in an action between the same parties; and (vii) the judgment debtor submitted or agreed to submit to the jurisdiction of the U.S. court.

Beijing DeHeng Law Offices, our counsel as to PRC law, has advised us that the recognition and enforcement of foreign judgments are provided for under the Chinese 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 Cayman Islands or the United States that provide for the reciprocal recognition and enforcement of foreign judgments. As a result, it is uncertain whether a Chinese court would enforce a judgment rendered by a court in either of these two jurisdictions. According to the Civil Procedure Law of the People’s Republic of China (amended in 2021), if a legally effective judgment or ruling made by a foreign court requires recognition and enforcement by a people’s court of the People’s Republic of China, the party concerned may directly apply to an intermediate people’s court with jurisdiction over for recognition and enforcement, or the foreign court may request recognition and enforcement by a people’s court in accordance with the provisions of an international treaty concluded or acceded to by the country and the People’s Republic of China, or in accordance with the principle of reciprocity. If the people’s courts are of the opinion that the legally effective judgment or ruling made by the foreign court applying for or requesting recognition and enforcement does not violate the basic principles of the laws of the People’s Republic of China or the sovereignty, security and public interests of the country after the people’s court reviews the legally effective judgment or ruling made by the foreign court applying for or requesting recognition and enforcement in accordance with the international treaties concluded or acceded to by the People’s Republic of China or in accordance with the principle of reciprocity, then the people’s court shall issue a ruling that recognizes its validity and, if enforcement is necessary, issues an enforcement order, which order shall be implemented in accordance with the relevant laws. A judgment or ruling that violates the basic principles of the laws of the People’s Republic of China or the sovereignty, security and public interests of the country will not be recognized and implemented. If an award made by a foreign arbitration institution requires recognition and enforcement by the people’s court of the People’s Republic of China, the party concerned shall directly apply to the intermediate people’s court in the place where the person subjected to enforcement has his domicile or where his property is located. The people’s court shall handle the matter in accordance with international treaties concluded or acceded to by the People’s Republic of China or in accordance with the principle of reciprocity.

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King & Wood Mallesons, our counsel as to Australian law, has advised us that there are no treaties between Australia and the United States that would affect the recognition or enforcement of foreign judgments in Australia. Judgments of U.S. courts (whether or not such judgments relate to United States federal securities laws) are not automatically enforceable in Australia, and will require a further judgment from a local Australian court. As a result, it is uncertain whether an Australian court would enforce a judgement rendered by a court in the U.S. An Australian court may find that such judgments may or may not be enforceable in Australia depending on certain circumstances, including, among others, whether the relevant proceedings were commenced within the relevant limitation period, whether such judgments are contrary to local public policy, statute, rules of natural justice or general principles of fairness, whether such judgements are subject to appeal, dismissal, reversal, setting aside or stay of execution in the court which gave the judgment or otherwise not final and conclusive before that court or where there has been a prior judgment in another court between the same parties concerning the same issues as are dealt with in the judgment.

VISCHER AG, our counsel as to Swiss law, has advised us that the recognition and enforcement of foreign judgments are provided for under the Swiss Civil Procedure Law. Swiss courts may recognize and enforce foreign judgments in accordance with the requirements of the Swiss Civil Procedure Law based either on treaties between Switzerland and the country where the judgment is made or on the Federal Act on Private International Law. The United States and Switzerland currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Consequently, a final judgment for payment given by a court in the United States, whether or not predicated solely upon U.S. securities laws, may not be enforceable in Switzerland, see the sections of this prospectus entitled “Enforceability of Civil Liabilities.” As a result, investors may not be able to effect service of process within the United States upon the Company or upon such persons, or to enforce judgments obtained against the Company, its Subsidiaries or such persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the federal securities laws of the United States. There is doubt that a lawsuit based upon United States federal or state securities laws could be brought in an original action in Switzerland and that a judgment of a U.S. court based upon United States securities laws would be enforced in Switzerland.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our Amended Memorandum and Articles, the Companies Act (As Revised) of the Cayman Islands, and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands and from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.

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Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our Amended Memorandum and Articles that will become effective immediately prior to completion of this offering to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Cayman Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see “DESCRIPTION OF ORDINARY SHARES - Material Differences in Cayman Islands Law and our Memorandum and Articles of Association and Delaware Law.”

As a result of the foregoing, our public shareholders may have more difficulty in protecting their interests through actions against us, our management, our directors or our major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

It may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers in the Cayman Islands.

There is no statutory enforcement in the Cayman Islands of judgments obtained in the U.S., although the courts of the Cayman Islands will in certain circumstances recognize and enforce against us a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: (i) is given by a foreign court of competent jurisdiction; (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (iii) is final; (iv) is not in respect of taxes, a fine or a penalty; (v) was not obtained by fraud and (vi) is not of a kind the enforcement of which is contrary to natural justice or public policy of the Cayman Islands. Furthermore, there is uncertainty as to whether the courts of the Cayman Islands would: recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; and 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

We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner.

Mail addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by Company to be dealt with. None of the Company, its directors, officers, advisors, or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay in mail reaching the forwarding address.

Our management team lacks experience in managing a U.S.-listed company and complying with laws applicable to such company, the failure of which may adversely affect our business, financial condition, and results of operations.

Our current management team lacks experience in managing a company publicly traded in the United States, interacting with public company investors, and complying with the increasingly complex laws pertaining to U.S.-listed public companies. Prior to the completion of this Offering, we have mainly operated our businesses as a private company in Switzerland, HK SAR, the PRC and Australia. As a result of this Offering, our Company will become subject to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the scrutiny of securities analysts and investors, and our management currently has no experience in complying with such laws, regulations, and obligations. Our management team may not successfully or efficiently manage our transition to becoming a U.S.-listed public company. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and results of operations.

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The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

We will become a public company in the United States on completion of the Offering. As a public company, we will be required to file periodic reports with the Securities and Exchange Commission upon the occurrence of matters that are material to our company and shareholders. Although we may be able to attain confidential treatment of some of our developments, in some cases we will need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our company. Similarly, as a U.S. public company, we will be governed by U.S. laws that our competitors are not required to follow. To the extent that compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public company status could affect our results of operations.

We will incur additional costs as a result of becoming a public company, which could negatively impact our net income and liquidity.

Upon completion of this Offering, we will become a public company in the United States. As a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company. In addition, Sarbanes-Oxley and rules and regulations implemented by the Securities and Exchange Commission and the Nasdaq require significantly heightened corporate governance practices for public companies. As a result, we expect these rules and regulations to increase our legal, accounting and financial compliance costs and make many corporate activities more time-consuming and costly.

We do not expect to incur materially greater costs as a result of becoming a public company than those incurred by similarly sized U.S. public companies. If we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action, investors may lose confidence in us, and the market price of our Ordinary Shares could decline.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the Securities and Exchange Commission and the Nasdaq impose various requirements on the corporate governance practices of public companies. As a company with less than US$1.235 billion in net revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other generally applicable requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the Securities and Exchange Commission. We also expect that operating as a public company will make it more difficult and expensive for us to obtain director and officer liability insurance. We may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

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In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

We are a “foreign private issuer” and a Cayman Islands company, and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.

We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. In addition, we will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short swing profit disclosure and recovery regime.

As a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.

The information we are required to file with or furnish to the SEC will be less extensive and less timely as compared to that required to be filed with the SEC by U.S. domestic issuers.

As a Cayman Islands company listed on The Nasdaq Capital Market, we are subject to The Nasdaq Capital Market corporate governance listing standards. However, The Nasdaq Capital Market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands may differ significantly from corporate governance listing standards as, except for general fiduciary duties and duties of care, Cayman Islands law has no corporate governance regime which prescribes specific corporate governance standards.

Although we do not currently plan to utilize the home country exemption for corporate governance matters, to the extent that we choose to do so in the future, our shareholders may be afforded less protection than they otherwise would under The Nasdaq Capital Market corporate governance listing standards applicable to U.S. domestic issuers. As a result, you may not be afforded the same protections or information which would be made available to you if you were investing in a U.S. domestic issuer.

Please refer to “Material Differences in Cayman Islands Law and our Memorandum and Articles of Association and Delaware Law” on page 107.

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We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our shares held by non-affiliates exceeds $700 million as of any December 31 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our Ordinary Shares less attractive because we may rely on these exemptions. If some investors find our shares less attractive as a result, there may be a less active trading market for our shares and our stock price may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail our company of this exemption from new or revised accounting standards. Therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We are a “controlled company” defined under the Nasdaq Stock Market Rules. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future and you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

We expect that our founders will collectively own a majority of voting rights following the Offering and continue to be a controlled company pursuant to “controlled company” defined under the Nasdaq Stock Market Rules. Accordingly, we will be a controlled company under the applicable Nasdaq listing standards. For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

● an exemption from the rule that a majority of our board of directors must be independent directors;

● an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

● an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of the Offering. Our status as a controlled company could cause our Ordinary Shares to look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Please see “Risk Factors – Our significant shareholders have considerable influence over our corporate matters.”

The requirements of being a public company may strain our resources and divert management’s attention.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the securities exchange on which we list, and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.

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As a result of the disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and reputation and results of operations.

We also expect that being a public company and thereby having to comply with these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee and qualified executive officers.

Future issuances or sales, or perceived issuances or sales, of substantial amounts of Ordinary Shares in the public market could materially and adversely affect the prevailing market price of the Ordinary Shares and our ability to raise capital in the future.

The market price of our Ordinary Shares could decline as a result of future sales of substantial amounts of shares or other securities relating to the shares in the public market, including by the Company’s substantial shareholders, or the issuance of new shares by the Company, or the perception that such sales or issuances may occur. Future sales, or perceived sales, of substantial amounts of the shares could also materially and adversely affect our ability to raise capital in the future at a time and at a price favorable to us, and our shareholders will experience dilution in their holdings upon our issuance or sale of additional securities in the future. In addition, these factors could make it more difficult for us to raise funds through future offerings of our Ordinary Shares. A few shareholders hold a significant portion of our ordinary shares and these are “restricted securities” as defined in Rule 144. These Ordinary Shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act.

Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

Prior to this Offering, we were a private company with limited accounting personnel and other resources for addressing our internal control over financial reporting. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting.

We will implement measures to strengthen our internal control. For example, we have established clear roles and responsibilities for accounting and financial reporting staff to address complex accounting and financial reporting issues. We intend to conduct regular and continuous U.S. GAAP accounting and financial reporting programs and send our financial staff to attend external U.S. GAAP training courses. However, implementing these measures may not fully address any deficiencies we may have in our internal control over financial reporting. We are not able to estimate with reasonable certainty the costs that we will need to incur to implement these and other measures designed to improve our internal control over financial reporting. The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and economic and regulatory environments. We may need to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. However, we cannot assure you that we will be able to continue implementing these measures in the future or that we will not identify additional material weaknesses or significant deficiencies in the future.

Furthermore, it is possible that, had our independent registered public accounting firm conducted an audit of our internal control over financial reporting, such firm might have identified additional material weaknesses and deficiencies. Upon completing this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F, beginning with our annual report for the fiscal year ending April 30, 2021. In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm may be required to report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective.

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Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources, and systems for the foreseeable future. We may be unable to complete our evaluation testing and any required remediation timely.

During documenting and testing our internal control procedures to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented, or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. In the event that we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ordinary shares.

Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

We could become a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, which could subject United States investors in our shares to significant adverse United States income tax consequences.

We will be a “passive foreign investment company,” or “PFIC,” if, in any particular taxable year, either (a) 75% or more of our gross income for such year consists of certain types of “passive” income (the income test”) or (b) 50% or more of the average quarterly value of our assets (as determined on the basis of fair market value) during such year produce or are held for the production of passive income (the “asset test”). In determining whether we are a PFIC, we are permitted to take into account the assets and income of our various wholly owned subsidiaries. However, even if we take into account the assets and income of these subsidiaries, we may still be considered a PFIC in 2023 (the first year in which the PFIC rules would potentially apply to U.S. holders purchasing shares in this Offering) and possibly later years, depending on a number of factors, including the composition of our income and assets, how quickly we spend our liquid assets or convert them to active business assets, including the cash raised pursuant to this offering (if we determine not to, or are unable to, deploy significant amounts of cash for active business purposes our risk of being a PFIC will substantially increase), the market price of our Ordinary Shares, and fluctuations in that price. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for 2023 or any future taxable year. See the discussion of the PFIC rules under “TAXATION – United States Federal Income Taxation” below.

If we are a PFIC in any taxable year, a U.S. holder may incur significantly increased United States income tax on gain recognized on the sale or other disposition of the Ordinary Shares and on the receipt of distributions on the Ordinary Shares to the extent such gain or distribution is treated as an “excess distribution” under the United States federal income tax rules. A U.S. holder may also be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. holder holds our Ordinary Shares, we generally will continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which such U.S. holder holds our Ordinary Shares unless the U.S. holder takes affirmative steps to “purge” PFIC status. See the discussion of the PFIC rules under “TAXATION – United States Federal Income Taxation” below.

56

We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which is charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law, including the laws of the British Virgin Islands. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalties and our business may be harmed.

We may not maintain the listing of our Ordinary Shares on the Nasdaq which could limit investors’ ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions.

We intend to list our Ordinary Shares on the Nasdaq concurrently with this Offering. In order to continue listing our shares on the Nasdaq, we must maintain certain financial and share price levels and we may be unable to meet these requirements in the future. We cannot assure you that our shares will continue to be listed on the Nasdaq in the future.

If the Nasdaq delists our Ordinary Shares and we are unable to list our shares on another national securities exchange, we expect our shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our Ordinary Shares;

● reduced liquidity for our Ordinary Shares;

● a determination that our Ordinary Shares are “penny stock”, which will require brokers trading in our shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary market for our Ordinary Shares;

● a limited amount of news and analyst coverage; and

● a decreased ability to issue additional securities or obtain additional financing in the future.

As long as our Ordinary Shares are listed on the Nasdaq, U.S. federal law prevents or pre-empts the states from regulating their sale. However, the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar their sale. Further, if we were no longer listed on the Nasdaq, we would be subject to regulations in each state in which we offer our shares.

57

USE OF PROCEEDS

Based upon the assumed initial public offering price of $15.5 per Ordinary Share, we estimate that we will receive net proceeds of $39.0 million from this Offering, after deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

The primary purposes of this Offering are to obtain additional capital for our business expansion, to retain talented employees by providing them with equity incentives, and to create a public market for our Ordinary Shares for the benefit of all shareholders.

We plan to use the net proceeds we receive from this Offering for the following purposes:

● Approximately 50% to fund the advancement of our Liraglutide Sublingual through Phase IIb (and preparation/initiation of Phase III) studies and into potential registration phase, including cost of CROs and registration costs, pending the results and discussion with the relevant authorities;

● Approximately 20% to fund expenses to advance research and development activities that relate to all our other preclinical and clinical activities, including process development activities related to the advancement of our product candidates and the cost of research and development personnel;

● 5% for repayment of external borrowings due to be repayable in 2023. These borrowings are convertible interest-free loans issued by us in June 2018 and August 2019 with the conversion right waived in February 2023 and have maturity dates ranging from July 3 to July 31, 2023. The borrowings were used to fund our operations.;

● The remainder for working capital and other general corporate purposes.

We estimate the net proceeds of this Offering would enable us to complete our ongoing Phase II clinical trials of Liraglutide Sublingual.

The foregoing summary represents our current intentions to allocate the net proceeds of this Offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this Offering. The precise amounts and percentage of proceeds we will devote to particular categories of activity will depend on prevailing market and business conditions as well as specific opportunities that may arise.

If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently. See “Risk Factors – Risks Related to Our Initial Public Offering and Ownership of Our Ordinary Shares – We have broad discretion in the use of the net proceeds from our Offering and may not use them effectively.”

To the extent that the net proceeds we receive from this Offering are not immediately used for the purposes described above, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

Although we may use a portion of the proceeds for the acquisition of, or investment in, companies, technologies, products, or assets that complement our business, we have no present understandings, commitments, or agreements to enter into any acquisitions or make any investments. We cannot assure you that we will make any acquisitions or investments in the future.

DIVIDEND POLICY

We have never paid any dividends and intend to keep any future earnings to finance the expansion of our business. We do not anticipate that any cash dividends will be paid in the foreseeable future.

Our board of directors has complete discretion in deciding whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.

58

If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will depend on receipt of funds from our operating subsidiaries in Switzerland, HK SAR, the PRC and Australia.

Current PRC regulations permit BioLingus Beijing to pay dividends to BioLingus (Hong Kong) Limited only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, BioLingus Beijing is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.

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. Furthermore, if our PRC subsidiary incurs debt on its own in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenues from our operations, we may be unable to pay dividends on our Ordinary Shares.

Cash dividends, if any, on our Ordinary Shares will be paid in U.S. dollars. BioLingus (Hong Kong) Limited may be considered a non-resident enterprise for tax purposes, so that any dividends BioLingus Beijing pays to BioLingus (Hong Kong) Limited 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%. See “Taxation—People’s Republic of China Enterprise Taxation.”

Pursuant to the Arrangement between mainland China and the HK SAR for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a HK SAR resident enterprise owns no less than 25% of a PRC project. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the HK SAR project must be the beneficial owner of the relevant dividends; and (b) the HK SAR project must directly hold no less than 25% share ownership in the PRC project during the 12 consecutive months preceding its receipt of the dividends.

Swiss law requires that any dividend of Biolingus IP GmbH must be proposed by its board of directors and approved by a shareholders’ meeting. In addition, it may be required that its auditors confirm that the dividend proposal of its board of directors conforms to Swiss statutory law and Biolingus IP GmbH’s articles of association. A Swiss limited liability company may pay dividends only if it has sufficient distributable profits brought forward from the previous business years or if it has distributable reserves, each as evidenced by its audited stand-alone statutory balance sheet prepared pursuant to Swiss law and after allocations to reserves required by Swiss law and its articles of association have been deducted. Distributable reserves are generally booked either as “retained earnings” (Gewinnvortrag) or as “capital reserves” (Kapitalreserve). Swiss law requires that distributions out of issued share capital, which is the aggregate par value of a corporation’s issued shares, may be made only by way of a share capital reduction. For a description of certain tax considerations, including withholding taxes, in relation to dividend payments, please see the section regarding Swiss Taxation.

Under Australian law, a company must not pay a dividend unless (a) the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend; (b) the payment of the dividend is fair and reasonable to the company’s shareholders as a whole; and (c) the payment of the dividend does not materially prejudice the company’s ability to pay its creditors. Additionally, the currently accepted Australian market position is that a dividend must be paid out of a company’s profits. Subject to these requirements, a company’s board may from time to time determine to pay and declare a dividend. Any dividend paid by our Australian subsidiary may be subject to withholding tax.

59

EXCHANGE RATE INFORMATION

Our reporting currency is CHF, HK$, RMB and A$ because our business is mainly conducted in Switzerland and to a lesser extent, HK SAR, the PRC and Australia. This prospectus contains translations of CHF, HK$, RMB and A$ into US$ at specific rates solely for the convenience of the reader. The conversion of CHF, HK$, RMB and A$ into US$ is based on the exchange rates set forth in XE.com (www.xe.com). Unless otherwise noted, all translations from CHF, HK$, RMB and A$ to US$ in this prospectus were made at a rate of CHF0.9742 to US$1.00 on April 30 2022 and CHF0.9125 to US$1.00 on April 30 2021; HK$7.8 to US$1.00 on April 30 2022 and HK$7.8 to US$1.00 on April 30 2021; RMB6.6085 to US$1.00 on April 30 2022 and RMB6.4741 to US$1.00 on April 30 2021 and A$1.4164 to US$1.00 on April 30 2022 and A$1.2960 to US$1.00 on April 30 2021.

We make no representation that any CHF, HK$, RMB and A$ amounts could have been, or could be, converted into US$ or CHF, HK$, RMB and A$, as the case may be, at any particular rate, the rates stated below, or at all. The HK$ is freely convertible into other currencies (including US$). Since October 7, 1983, the HK$ has been officially pegged linked to the US$ at the rate of HK$7.80 to US$1.00. The link is supported by an agreement between HK SAR’s three bank-note-issuing banks and the HK SAR government pursuant to which bank notes issued by such banks are backed by certificates of indebtedness purchased by such banks from the Hong Kong Government Exchange Fund with the U.S. dollar at the fixed exchange rate of HK$7.80 to US$1.00 and held as cover for the bank notes issue. When bank notes are withdrawn from circulation, the issuing bank surrenders certificates of indebtedness to the Hong Kong Government Exchange Fund and is paid the equivalent amount in US$ at the fixed rate of exchange. HK SAR’s three bank-note-issuing banks are The Hongkong and Shanghai Banking Corporation Limited, Standard Chartered Bank and Bank of China (Hong Kong) Limited. In May 2005, the Hong Kong Monetary Authority broadened the link from the original rate of HK$7.80 per US$1.00 to a rate range of HK$7.75 to HK$7.85 per US$1.00. No assurance can be given that the HK SAR government will maintain the link at HK$7.75 to HK$7.85 per US$1.00 or at all.

The conversion of RMB into foreign currencies, including US$, is based on rates set by the People’s Bank of China. The PRC government allowed the RMB to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010, the exchange rate between the RMB and the U.S. dollar had been stable and traded within a narrow band. Since June 2010, the RMB has fluctuated against the U.S. dollar, at times significantly and unpredictably. On November 30, 2015, the Executive Board of the International Monetary Fund completed the regular five-year review of the basket of currencies that make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016, RMB is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the RMB depreciated significantly in the backdrop of a surging U.S. dollar and persistent capital outflows of China. With the development of the foreign exchange market and progress towards interest rate liberalization and RMB internationalization, the PRC government may in the future announce further changes to the exchange rate system, and we cannot assure you that the RMB will not appreciate or depreciate significantly in value against the U.S. dollar in the future. Accordingly, it is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.

On October 31, 2022, the exchange rates for CHF was CHF1.0005 to US$1.00, for HK$ was HK$7.8000 to US$1.00, for RMB was RMB 7.3003 to US$1.00 and for A$ was A$1.5640 to US$1.00.

60

The following tables set forth information concerning exchange rates between HK$, NT$, and US$ for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this prospectus or will use in the preparation of our periodic reports or any other information to be provided to you.

	Certified Exchange Rate
Period	Period End		Average(1)		Low		High
	(HK$ per US$1.00)
2020
January		7.7662		7.7732		7.7654		7.8083
February		7.7962		7.7747		7.7591		7.7962
March		7.7509		7.7647		7.7503		7.7947
April		7.7516		7.7514		7.7492		7.7552
May		7.7512		7.7525		7.7498		7.7571
June		7.7505		7.7503		7.7497		7.7512
July		7.7503		7.7513		7.7496		7.7543
August		7.7502		7.7504		7.7498		7.7511
September		7.7500		7.7502		7.7497		7.7509
October		7.7519		7.7504		7.7496		7.7544
November		7.7526		7.7527		7.7504		7.7557
December		7.7536		7.7525		7.7503		7.7644
2021
January		7.7532		7.7534		7.7495		7.7602
February		7.7564		7.7532		7.7513		7.7565
March		7.7750		7.7653		7.7564		7.7750
April		7.7661		7.7698		7.7594		7.7853
May		7.7611		7.7654		7.7606		7.7698
June		7.7661		7.7615		7.7568		7.7669
July		7.7722		7.7698		7.7652		7.7841
August		7.7780		7.7837		7.7724		7.7928
September		7.7851		7.7803		7.7707		7.7877
October		7.7792		7.7796		7.7727		7.7871
November		7.7969		7.7905		7.7820		7.7996
December		7.7973		7.7992		7.7914		7.8043
2022
January		7.7972		7.7917		7.7849		7.8006
February		7.8140		7.7979		7.7882		7.8140
March		7.8325		7.8235		7.8131		7.8325
April		7.8466		7.8415		7.8338		7.8476
May		7.8469		7.8491		7.8469		7.8503
June		7.8474		7.8484		7.8449		7.8503
July		7.8501		7.8489		7.8457		7.8503
August		7.8494		7.8460		7.8360		7.8501
September		7.8500		7.8494		7.8483		7.8501
October		7.8497		7.8497		7.8491		7.8505
November		7.8050		7.8302		7.8021		7.8501
December		7.8122		7.7886		7.7695		7.8122

61

	Certified Exchange Rate
Period	Period End		Average(1)		Low		High
	(RMB per US$1.00)
2020
January		6.9378		6.9246		6.8591		6.9759
February		6.9918		6.9953		6.9364		7.0377
March		7.0799		7.0252		6.9304		7.1119
April		7.0636		7.0709		7.0324		7.1004
May		7.1346		7.1028		7.0606		7.1690
June		7.0651		7.0818		7.0594		7.1278
July		6.9756		7.0103		6.9756		7.0712
August		6.8484		6.9304		6.8484		6.9816
September		6.7905		6.8134		6.7554		6.8468
October		6.6925		6.7236		6.6502		6.7914
November		6.5805		6.6020		6.5559		6.6925
December		6.5286		6.5397		6.5235		6.5725
2021
January		6.4256		6.4743		6.4256		6.5326
February		6.4789		6.4635		6.4347		6.4878
March		6.5528		6.5120		6.4657		6.5720
April		6.4741		6.5229		6.4718		6.5675
May		6.3681		6.4295		6.3678		6.4750
June		6.4586		6.4267		6.3813		6.4795
July		6.4615		6.4762		6.4568		6.5095
August		6.4611		6.4787		6.4611		6.5016
September		6.4466		6.4572		6.4322		6.4709
October		6.3967		6.4210		6.3833		6.4514
November		6.3619		6.3896		6.3619		6.4071
December		6.3551		6.3700		6.3435		6.3784
2022
January		6.3607		6.3555		6.3202		6.3830
February		6.3092		6.3424		6.3092		6.3660
March		6.3411		6.3456		6.3129		6.3727
April		6.6085		6.4297		6.3602		6.6262
May		6.6713		6.6986		6.6074		6.7889
June		6.6994		6.6952		6.6532		6.7539
July		6.7438		6.7326		6.6893		6.7661
August		6.8903		6.7998		6.7237		6.9119
September		7.1159		7.0058		6.8969		7.1970
October		7.3003		7.1850		7.1034		7.3003
November		7.0874		7.1656		7.0465		7.3021
December		6.9091		6.9743		6.8976		7.0439

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	Certified Exchange Rate
Period	Period End		Average(1)		Low		High
	(AUD$ per US$1.00)
2020
January		1.4930		1.4564		1.4244		1.4930
February		1.5350		1.5007		1.4819		1.5391
March		1.6285		1.6111		1.5004		1.7395
April		1.5328		1.5877		1.5295		1.6679
May		1.4992		1.5350		1.4992		1.5602
June		1.4514		1.4504		1.4281		1.4741
July		1.3974		1.4236		1.3952		1.4457
August		1.3533		1.3889		1.3533		1.4073
September		1.3964		1.3844		1.3563		1.4259
October		1.4229		1.4026		1.3800		1.4277
November		1.3600		1.3742		1.3540		1.4253
December		1.2974		1.3266		1.2974		1.3597
2021
January		1.3088		1.2957		1.2838		1.3088
February		1.2974		1.2898		1.2574		1.3184
March		1.3135		1.2991		1.2786		1.3459
April		1.2960		1.2998		1.2822		1.3152
May		1.2921		1.2888		1.2700		1.3010
June		1.3342		1.3092		1.2876		1.3370
July		1.3616		1.3469		1.3265		1.3652
August		1.3686		1.3696		1.3499		1.4025
September		1.3834		1.3658		1.3406		1.3910
October		1.3289		1.3508		1.3251		1.3783
November		1.4106		1.3712		1.3274		1.4106
December		1.3759		1.3979		1.3759		1.4290
2022
January		1.4162		1.3935		1.3700		1.4296
February		1.3773		1.3958		1.3773		1.4149
March		1.3338		1.3556		1.3312		1.3895
April		1.4164		1.3588		1.3164		1.4164
May		1.3917		1.4185		1.3894		1.4596
June		1.4484		1.4230		1.3788		1.4527
July		1.4300		1.4577		1.4300		1.4832
August		1.4566		1.4369		1.4039		1.4566
September		1.5536		1.4956		1.4525		1.5536
October		1.5640		1.5721		1.5381		1.6146
November		1.4892		1.5114		1.4752		1.5891
December		1.4678		1.4817		1.4564		1.5006

63

	Certified Exchange Rate
Period	Period End		Average(1)		Low		High
	(CHF per US$1.00)
2020
January		0.9646		0.9702		0.9633		0.9747
February		0.9652		0.9758		0.9634		0.9839
March		0.9624		0.9586		0.9290		0.9868
April		0.9673		0.9703		0.9607		0.9780
May		0.9620		0.9688		0.9601		0.9750
June		0.9470		0.9520		0.9383		0.9627
July		0.9114		0.9341		0.9114		0.9456
August		0.9010		0.9100		0.9010		0.9196
September		0.9187		0.9151		0.9071		0.9291
October		0.9172		0.9125		0.9041		0.9208
November		0.9060		0.9101		0.8987		0.9200
December		0.8843		0.8887		0.8832		0.9005
2021
January		0.8908		0.8877		0.8785		0.8919
February		0.9084		0.8979		0.8892		0.9088
March		0.9418		0.9305		0.9140		0.9428
April		0.9125		0.9228		0.9101		0.9426
May		0.8985		0.9026		0.8970		0.9136
June		0.9252		0.9082		0.8952		0.9252
July		0.9053		0.9175		0.9053		0.9253
August		0.9163		0.9144		0.9045		0.9231
September		0.9335		0.9224		0.9137		0.9335
October		0.9153		0.9228		0.9123		0.9307
November		0.9213		0.9218		0.9105		0.9357
December		0.9118		0.9205		0.9118		0.9262
2022
January		0.9305		0.9184		0.9318		0.8919
February		0.9180		0.9231		0.9274		0.9088
March		0.9211		0.9293		0.9415		0.9428
April		0.9742		0.9447		0.9742		0.9426
May		0.9571		0.9796		1.0028		0.9136
June		0.9554		0.9700		1.0022		0.9252
July		0.9515		0.9684		0.9830		0.9253
August		0.9746		0.9574		0.9746		0.9231
September		0.9843		0.9731		0.9922		0.9335
October		1.0005		0.9957		1.0059		0.9307
November		0.9489		0.9629		0.9412		1.0134
December		0.9244		0.9321		0.9234		0.9419

Source: XE.com(www.xe.com)

Note:

(1) Annual averages are calculated by using the average of the exchange rates on the last day of each month during the relevant year. Monthly averages are calculated by using the average of the daily rates during the relevant month.

We do not currently engage in currency hedging transactions.

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SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

The following table presents our selected historical financial data for the periods presented and should be read in conjunction with “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” and the financial statement and notes thereto included elsewhere in this prospectus.

The following selected consolidated financial and operating data for the fiscal years ended 31, 2021 April 02 and 2021 and for the six months ended October 31, 2022 and 2021, and the consolidated balance sheet data as of April 30, 2022 and 2021 and as of the six months ended October 31, 2022 and 2021, have been derived from our consolidated financial statements included elsewhere in this prospectus.

	For the Six Months Ended October 31,						For the Fiscal Year Ended April 30,
	2022			2021			2022			2021
	(unaudited)			(unaudited)			Audited			Audited
Revenues	$	—		$	—		$	—		$	—
Cost of Revenues		—			—			—			—
Gross profit (loss)		—			—			—			—
Operating Expenses
Research & Development		51,804			106,548			265,557			360,465
General and administration		160,059			856,440			1,102,375			1,552,190
Total operating expenses		211,863			962,988			1,367,932			1,912,655
Operating loss		(211,863	)		(962,988	)		(1,367,932	)		(1,912,655	)
Other income		53,341			112,578			130,014			45
Total financing expenses, net		57,695			(85,579	)		(182,030	)		(119,878	)
Net loss		(100,827	)		(935,989	)		(1,419,948	)		(2,032,488	)
Total comprehensive income (loss)	$	1,210		$	(934,037	)	$	(1,291,728	)	$	(2,063,293	)

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The summary of consolidated statements of cash flows

	For the Six Months Ended October 31,						For the Fiscal Year Ended April 30,
	2022			2021			2022			2021
	(unaudited)			(unaudited)			Audited			Audited
Net cash provided by (used in)
Operating activities	$	(61,368	)	$	(285,864	)	$	(552,103	)	$	(1,647,861	)
Investing activities		-			-			-			-
Financing activities		64,559			213,938			618,542			1,658,793
Net increase in cash and cash equivalents		3,191			(71,926	)		66,439			10,932
Effect of foreign currency translation		(62,647	)		(14,036	)		(21,319	)		83,434
Cash and cash equivalents, beginning of period		157,925			112,805			112,805			18,439
Cash and cash equivalents, end of period		98,469			26,843			157,925			112,805

The summary of consolidated balance sheets as at

	As at October 31,						As at April 30,
	2022			2021			2022			2021
	(unaudited)			(unaudited)			Audited			Audited
Total assets	$	177,512		$	328,693		$	356,930		$	744,856
Total liabilities		7,836,729			7,631,429			8,017,357			7,113,555
Total Shareholders’ (Deficit)		(7,659,217	)		(7,302,736	)		(7,660,427	)		(6,368,699	)

CAPITALIZATION

The following table sets forth our capitalization as of October 31, 2022:

● On an actual basis; and

● On a pro forma basis to give effect to the sale of 3,000,000 Ordinary Shares by us in this Offering at the initial public offering price of $15.50 per share, after deducting the estimated 7% underwriting discounts, an accountable expense allowance of $250,000 and estimated offering expenses with $3.97 million payable by us.

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The pro forma information below is illustrative only and our capitalization following the completion of this Offering is subject to adjustment based on the initial public offering price of our Ordinary shares and other terms of this offering determined at pricing. You should read this table in conjunction with our financial statements and related notes appearing elsewhere in this prospectus and “Use of Proceeds” and “Description of Ordinary Shares.”

	As of October 31, 2022
	Actual			Pro Forma (Unaudited)
Cash and cash equivalents	$	98,469		$	39,128,469
Long-term loans measured at fair value		246,598			246,598
Shareholders’ equity:
Ordinary shares,  par value of US$0.000001		10			13
Additional paid-in capital		118			39,030,118
Accumulated deficit		(7,848,783	)		(7,848,783	)
Accumulated other comprehensive loss		189,438			189,438
Total shareholder’s equity/ (deficit)	$	(7,659,217	)	$	31,370,786
Total Capitalization	$	(7,412,619	)	$	31,617,384

DILUTION

If you invest in our Ordinary Shares in this offering, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our Ordinary Shares and our pro forma as net tangible book value per ordinary share immediately after this offering.

Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Our net tangible book value as of October 30, 2022 was $(7,659,217), or $(0.76) per share.

Dilution results from the fact that the initial public offering price per Ordinary Share is substantially in excess of the pro forma as adjusted net tangible book value per Ordinary Share attributable to the existing shareholders for our presently outstanding Ordinary Shares. After giving effect to our issuance and sale of 3,000,000 Ordinary Shares in this offering at the initial public offering price of $15.5 per share, after deducting the estimated underwriting discounts and offering expenses payable by us, the pro forma net tangible book value as of October 30, 2022 would have been $31,370,786, or $2.41 per share. This represents an immediate increase in net tangible book value to existing shareholders of $ per share. The initial public offering price per share significantly exceeds the net tangible book value per share. Accordingly, new investors who purchase Ordinary Shares in this Offering will suffer an immediate dilution of their investment of $13.09 per share or approximately 84.4% from the initial public offering price of $15.5 per Ordinary Share. The following table illustrates the net tangible book value per share after this offering and the per share dilution to persons purchasing Ordinary Shares in this Offering based on the foregoing offering assumptions:

	Post-Offering (1)
Initial public offering price per Ordinary Share	$	15.5
Net tangible book value per Ordinary Share as of October 30, 2022	$	(0.59	)
Increase in net tangible book value per Ordinary Share attributable to investors participating in the offering	$	3.00
Pro forma net tangible book value per Ordinary Share immediately after the Offering	$	2.41
Dilution per share to investors participating in the Offering	$	13.09

(1) Assumes net proceeds of $39,030,000 from offering of 3,000,000 Ordinary Shares at $15.50 per share, calculated as follows: $46,500,000 offering proceeds, less underwriting discounts of $3,255,000, an accountable expense allowance of $250,000 and estimated offering expenses payable by us of approximately $3,965,000.

A $1.00 increase (decrease) in the public offering price of 15.50 per share would increase (decrease) the pro forma net tangible book value as of October 30, 2022 after this offering by approximately $2,760,000, and would increase (decrease) the pro forma net tangible book value per share as of October 30, 2022 after this Offering by $0.21 per share, and would increase (decrease) the dilution in pro forma net tangible book value per ordinary share to investors participating in this offering by $0.79 per share, after deducting the estimated underwriting discounts and offering expenses payable by us.

The table and discussion above are based on 10,000,000 Ordinary Shares outstanding as of October 30, 2022.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition should be read together with our unaudited condensed consolidated financial statements and the notes thereto and other financial information, which are included elsewhere in this registration statement. Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). In addition, our financial statements and the financial information included in this registration statement reflect our organizational transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.

This section contains forward-looking statements. These forward-looking statements are subject to various factors, risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Further, as a result of these factors, risks and uncertainties, the forward-looking events may not occur. Relevant factors, risks and uncertainties include, but are not limited to, those discussed in the section entitled “Business,” “Risk Factors” and elsewhere in this registration statement. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s beliefs and opinions as of the date of this registration statement. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. See “Cautionary Note Regarding Forward-Looking Statements.”

Overview

We are a Cayman Islands-incorporated exempt holding company whose main business operations are conducted through our subsidiaries in Switzerland and to a lesser extent, Hong Kong and the People’s Republic of China. We are a biotechnology company spearheading the development of oral (sublingual) and mucosal delivery of peptides and proteins.

BioLingus (Cayman) Limited is the listing company and was incorporated on August 8,2018 and structured as a holding company with no material operations. It is the parent of BioLingus (BVI) Limited, a BVI Business Company with limited liability incorporated in the British Virgin Islands on August 2, 2019, and also structured as a holding company with no material operations.

Biolingus IP GmbH is a Swiss wholly-owned subsidiary of BioLingus (Hong Kong) Limited. It was incorporated on July 25, 2014 (Registration Number: CHE-354.897.847) initially by our three founders, Yves Decadt, Thomas Ko and Didier Coquoz to primarily research improving the efficacy of oral (specifically, sublingual/transmucosal) delivery of peptides and proteins for metabolic diseases, such as diabetes and obesity. Biolingus IP GmbH is engaged in research and development of improved and new pharmaceutical technologies and products, and development and management of the patent portfolio related to the products.

BioLingus (Hong Kong) Limited is a wholly-owned Hong Kong subsidiary of BioLingus (BVI) Limited. It was incorporated on November 30, 2012. It was previously named “BioLingus Technology Development (Hong Kong) Pty. Limited” and effected a name change to BioLingus (Hong Kong) Limited on April 6, 2018. BioLingus (Hong Kong) Limited is primarily engaged in administrative management.

BioLingus Beijing is a wholly-owned subsidiary of BioLingus (Hong Kong) Limited and was incorporated in the People’s Republic of China on July 11, 2019. It is a wholly foreign-owned enterprise and a limited liability company. BioLingus Beijing is primarily engaged in supplying drug products for pre-clinical studies.

BioLingus Research (Australia) Pty Ltd is a wholly-owned subsidiary of BioLingus (BVI) Limited incorporated in Australia on December 22, 2022. BioLingus Research (Australia) Pty Ltd is primarily engaged in pre-clinical studies (e.g., pharmacology, toxicology) and management of clinical studies.

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Key Factors that Affect Operating Results

We do not expect to generate any revenue from commercial product sales unless and until we successfully complete development and obtain regulatory approval for one or more of our core products, which we expect will take a number of years. We expect our expenses will increase substantially in connection with our ongoing activities.

We believe the following key factors may affect our financial condition and results of operations:

● our ability to proceed through preclinical studies and clinical trials successfully conducted by a third-party science company of our core products;

● our ability to further commercialize our core products;

● our ability to sign licensing agreements with our potential commercial partners, which typically entails signing fee, milestone payments and royalties;

● our ability to launch successful marketing and sales activities to sell our products;

● our ability to agree to production agreements with our potential suppliers and maintain relationship with our existing suppliers for our range of test kits and at competitive prices;

● our ability to raise additional funds for operations; and

● our ability to enhance our operational efficiency.

Results from Operations

For the Fiscal Years Ended April 30, 2022 and 2021

	For the Fiscal Years Ended April 30, 2022			For the Fiscal Years Ended April 30, 2021
Research and development expenses	$	265,557			360,465
General and administrative expenses		1,102,375			1,552,190
Total operating expenses		1,367,932			1,912,655
Operating loss		(1,367,932	)		(1,912,655	)
Other income		130,014			45
Financing expenses, net
Change in fair value of convertible component in convertible loans		18,102			(10,135	)
Interest expenses		(200,132	)		(109,743	)
Total financing expenses, net		(182,030	)		(119,878	)
Loss before taxes		(1,419,948	)		(2,032,488	)
Provision for income taxes		-			-
Net loss	$	(1,419,948	)	$	(2,032,488	)
Other comprehensive loss
Foreign currency translation adjustment		128,220			(30,805	)
Total comprehensive loss	$	(1,291,728	)	$	(2,063,293	)

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Revenues

To date, we have generated no revenue. We do not expect to begin generating any revenue unless our core products receive marketing approval or if we receive payments in connection with strategic collaborations or licensing agreements that we may enter for the commercialization of our core products.

Research and Development Expenses

Substantially all our research and development expenses consist of expenses incurred in connection with the development of our BioLingus drug delivery platform. Research and development expenses consist of the costs associated with our basic research activities, as well as the costs associated with our drug development efforts, conducting preclinical studies and clinical trials, manufacturing development efforts and activities related to regulatory filings.

Our research and development expenses decreased by $94,908 or 26.3%, from $360,465 for the fiscal year ended April 30, 2021 to $265,557 for the fiscal year ended April 30, 2022, which was mainly due to an approximately $ 123,000 decrease in clinical related research and development expenses on Sublingual Liraglutide, one of the core products that has completed pre-clinical phase and is entering the human clinical trial phase, for the fiscal year ended April 30, 2022. Sublingual Liraglutide phase 1b/2a human clinical trial preparation commenced in 2020 and the trial was planned to start in Q1 2022 and subsequently postponed to Q1 2023. Material portion of the clinical center setup cost and clinical material cost for the phase 1b/2a human clinical trial preparation were incurred and recorded in the year ended April 30, 2021.

General and Administrative Expenses

Our general and administrative expenses consist of general office expenses, legal & professional fee, marketing expenses and payroll expenses, which decreased by approximately $449,815 or 29.0% from approximately $1,552,190 for the fiscal year ended April 30, 2021 to approximately $1,102,375 for the fiscal year ended April 30, 2022. The decrease in general and administrative expenses was primarily due to (i) an approximately $183,000 exchange difference arising between USD against AUD/CHF/RMB; (ii) an approximately $66,000 decrease depreciation on right-of-use assets as a result of expiry of tenancy agreement in Switzerland; and (iii) decrease in salaries of approximately $100,000 due to change in workforce during the COVID-19 period.

Other Income

Our other income mainly consists of the services fee received and was increased by approximately $129,969 from $45 for the fiscal year ended April 30, 2021 to $130,014 for the fiscal year ended April 30, 2022. Such increase was mainly due to an approximately $92,149 consultant service income generated from the charging of manpower hours provided to SkyePharma AG on its own project. No such service request was received in the prior year.

Total financing expenses

Total financing expenses increased by $62,152 or 51.8% from $119,878 for the fiscal year ended April 30, 2021 to $182,030 for the fiscal year ended April 30, 2022. The increase in finance cost was due to (i) an increase in interest accrued on convertibles debt issued in December 2020 with a principal amounting to approximately $256,000 at an annual interest rate of 8%; and (ii) the interest accrued on 2 convertibles debts issued in February 2021 and November 2021, with a principal amounting to approximately $769,000 and $200,000, both at an annual interest rate of 8%, respectively.

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Loss before taxes

Our loss before taxes was $1,419,948 for the fiscal year ended April 30, 2022, a decrease of approximately $612,540 or 30.1%, as compared to $2,032,488 for the fiscal year ended April 30, 2021.

Provision for Income tax

Provision for Income tax was $0 and $0 for the fiscal years ended April 30, 2022 and 2021, respectively, since we had a net loss.

Net Loss

As a result of foregoing, our net loss was $1,419,948 and $2,032,488, for the fiscal year ended April 30, 2022 and 2021, respectively.

Results from Operations

For the Six Months Ended October 31, 2022 and 2021

	For the Six Months Ended October 31, 2022			For the Six Months Ended October 31, 2021
Research and development expenses		51,804			106,548
General and administrative expenses		160,059			856,440
Total operating expenses		211,863			962,988
Operating loss		(211,863	)		(962,988	)
Other income		53,341			112,578
Financing income (expenses), net
Change in fair value of convertible component in convertible loans		5,092			8,078
Gain from extinguishment in connection with convertible loan restructuring		163,500			-
Interest expenses		(110,897	)		(93,657	)
Total financing income (expenses), net		57,695			(85,579	)
Loss before taxes		(100,827	)		(935,989	)
Provision for income taxes		-			-
Net loss	$	(100,827	)	$	(935,989	)
Other comprehensive income (loss)
Foreign currency translation adjustment		102,037			1,952
Total comprehensive income (loss)	$	1,210		$	(934,037	)

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Research and Development Expenses

Substantially all of our research and development expenses consist of expenses incurred in connection with the development of our BioLingus drug delivery platform. Research and development expenses consist of the costs associated with our basic research activities, as well as the costs associated with our drug development efforts, conducting preclinical studies and clinical trials, manufacturing development efforts and activities related to regulatory filings.

Our research and development expenses decreased by $54,744, or 51.4%, to $51,804 for the six months ended October 31, 2022 from $106,548 for the six months ended October 31, 2021, which was mainly due to decrease in CROs related expenses of approximately $53,000 in the six months ended October 31, 2021.

General and Administrative Expenses

Our general and administrative expenses consist of general office expenses, legal & professional fee, marketing expenses and payroll expenses, which decreased by approximately $696,381 or 81.3% from $856,440 for the six months ended October 31, 2021 to $160,059 for the six months ended October 31, 2022. The decrease in general and administrative expenses was primarily attributable to (i) an approximately $51,000 decrease in depreciation expense;(ii) an approximately $96,000 increase in exchange gain and (iii) an approximately $452,000 decrease in salary expense in the six months ended October 31, 2022. Such decrease in salary expense was mainly due to an one-off gratuity payment in recognition of two ex-employee’s service and contribution to the Company charged during the six months ended October 31, 2021.

Other Income

Our other income mainly consists of the services fee received and was decreased by approximately $59,237, or 52.6%, from $112,578 for the six months ended October 31, 2021 to $53,341 for the six months ended October 31, 2022. It was mainly due to a one-off services fee charged during the six months ended October 31, 2021 and no such service request was received in the six months ended October 31, 2022.

Total Financing Income (Expense)

Total financing income was $57,695 for the six months ended October 31, 2022, compared to a total financing expense of $85,579 during six months ended October 31,2021 representing a net increase of $143,274. The increase in total financing income was mainly due to a gain from extinguishment in connection with convertible loan restructuring during the six months ended October 31, 2022.

Loss before taxes

Our loss before taxes was $100,827 for the six months ended October 31, 2022, a decrease of approximately $835,162 or 89.2%, as compared to $935,989 for the six months ended October 31, 2021.

Provision for Income tax

Provision for Income tax was $0 and $0 for the six months ended October 31, 2022 and 2021, respectively, since we had a net loss.

Net Loss

As a result of foregoing, our net loss was $100,827 and $935,989, for the six months ended October 31, 2022 and 2021, respectively.

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Liquidity and Capital Resources

The summary of consolidated statements of cash flows

	For the Six Months Ended October 31,						For the Fiscal Year Ended April 30,
	2022			2021			2022			2021
	(unaudited)			(unaudited)			Audited			Audited
Net cash provided by (used in)
Operating activities	$	(61,368	)	$	(285,864	)	$	(552,103	)	$	(1,647,861	)
Investing activities		-			-			-			-
Financing activities		64,559			213,938			618,542			1,658,793
Net increase in cash and cash equivalents		3,191			(71,926	)		66,439			10,932
Effect of foreign currency translation		(62,647	)		(14,036	)		(21,319	)		83,434
Cash and cash equivalents, beginning of period		157,925			112,805			112,805			18,439
Cash and cash equivalents, end of period		98,469			26,843			157,925			112,805

Operating Activities:

Net cash used in operating activities for the six months ended October 31, 2022 was $61,368, which was primarily attributable to a net loss of $100,827 and a gain from extinguishment in connection with convertible loan restructuring of $163,500, partially offset by a net change in our operating assets and liabilities of $108,379, finance cost of $48,811 and depreciation of right-of-use assets of $51,102.

Net cash used in operating activities for the six months ended October 31, 2021 was $285,864, which was primarily attributable to a net loss of $935,989, partially offset by a net change in our operating assets and liabilities of $462,212, finance cost of $93,657 and depreciation of right-of-use assets of $102,462.

Net cash used in operating activities for the fiscal year ended April 30, 2022 was $552,103, which was primarily attributable to net loss of $1,419,948, offset by a net change in our operating assets and liabilities of $530,582, finance cost of $199,009 and depreciation of right-of-use assets of $156,846.

Net cash used in operating activities for the fiscal year ended April 30, 2021 was $1,647,861, which was primarily attributable to a net loss of $2,032,488, partially offset by a net change in our operating assets and liabilities of $42,886, finance cost of $109,138 and depreciation of right-of-use assets of $222,496.

Financing Activities:

Net cash provided by financing activities was $64,559 for the six months ended October 31, 2022. It was attributable to the changes in related parties balance of $64,559.

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Net cash provided by financing activities was $213,938 for the six months ended October 31, 2021. It was attributable to the changes in related parties balance of $213,938.

Net cash provided by financing activities was $618,542 for the fiscal year ended April 30, 2022. It was primarily attributable to the changes in related parties balance of $363,542 and the proceeds received from issuance of convertible loans of $255,000.

Net cash provided by financing activities was $1,658,793 for the fiscal year ended April 30, 2021. It was primarily attributable to the proceeds received from issuance of convertible loans of $1,325,641 and the changes in related parties balance of $333,152.

We plan to support the advancement of our Liraglutide Sublingual through Phase IIb (and preparation/ initiation of Phase III) studies and into potential registrational phase, advance research and development activities that relate to all our other preclinical and clinical activities, repayment of external borrowings, and for general working capital and expenses purposes from part of our initial public offering’s net proceeds. We may, however, over the longer term require additional capital to fund further R&D expenditure.

At present, we have not generated any significant revenue from existing operations. Our continued existence is dependent on our ability to obtain necessary financing to fund working capital, complete the planned product certification approvals in the territories we have identified and to establish our distribution networks. We do not expect to generate sufficient internal cash flows to finance these costs in the foreseeable future.

As noted above, the continuation of our current business plan requires us to raise significant additional capital. If we are successful in raising capital through the sale of ordinary shares offered for sale in this Offering, we believe that we will have sufficient cash resources to fund our plan of operations and our working capital requirements through 2023 and 2024. If we are unable to do so, we may have to curtail our business plans. We intend to use the net proceeds from the Offering for primarily research and development program, obtaining product certification approvals in the territories we have identified, establishing our distribution networks and for general working capital and expenses purposes. For further details on our use of proceeds from this offering, please refer to “Use of Proceeds” section.

We will continually evaluate our business plans to determine the manner in which we can most effectively utilize our limited working capital resources. The timing of completion of all aspects of our business plan is highly dependent upon the availability of capital to implement each aspect of the business plan as well as other factors beyond our control.

If our future cash is insufficient to meet our requirements, we may further seek to issue debt or equity securities or obtain additional credit facilities. To the extent additional funding is not achieved this will delay our business plans.

Commitments and Contingencies

Capital Expenditures

For the six months ended October 31, 2022 and for the fiscal years ended April 30, 2022 and 2021, respectively, we had $0 capital expenditure.

We do not have any contractual obligations for ongoing capital expenditures at this time.

Lease commitment

We have various operating leases for office and laboratory space. The lease agreements do not specify an explicit interest rate. As of April 30, 2022 and 2021, the right-of-use assets totaled $90,900, and $367,367, respectively. As of October 31, 2022 the right-of-use assets totaled $33,962.

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As of April 30, 2022 and 2021, lease liabilities consist of the following:

	April 30,
	2022		2021
Lease liabilities - current portion	$	71,051	$	227,616
Lease liabilities - non-current portion		19,849		139,751
Total	$	90,900	$	367,367

The following is a schedule of future minimum payments under operating leases as of April 30, 2022:

2023	$	74,754
2024		20,623
Total lease payments		95,377
Less: imputed interest		(4,477	)
Total operating lease liabilities, net of interest	$	90,900

Contingencies

The Company is currently not a defendant to any material legal proceedings, investigation, or claims.

Off-Balance Sheet Arrangements

For the six months ended October 31, 2022 and for the fiscal years ended April 30, 2022 and 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Going Concern Uncertainties and any other Audit qualifications

As of the date of this prospectus, there is doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our business operations and loan commitments. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues, raise additional capital or reduce certain discretionary spending may have a material and adverse effect upon the Company and our shareholders.

Critical Accounting Policies and Estimates

The preparation of the audited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates include fair value estimates of derivative liabilities discussed in Note 7. Management makes these estimates using the best information available when the calculations are made; however, actual results could differ materially from those estimates.

Accounting for the impairment of long-lived assets

We annually review our long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may become obsolete from a difference in the industry, introduction of new technologies, or if we have inadequate working capital to utilize the long-lived assets to generate adequate profits. Impairment is present if the carrying amount of an asset is less than its expected future undiscounted cash flows.

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported lower the carrying amount or fair value fewer costs to selling.

Accrued research and development expenses

We have entered into various agreements with contract manufacturing organizations (“CMOs”) and contract research organizations (“CROs”). Our research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in other current liabilities on the consolidated balance sheets. If the actual timing of the performance of services or the level of effort varies from the original estimates, we will adjust the accrual accordingly. Payments made to CMOs and CROs under these arrangements in advance of the performance of the related services are recorded as deposits, prepayments and other receivables, net on the consolidated balance sheets until the services are rendered.

Cash and cash equivalents

We consider cash, bank deposit and all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. Cash consists primarily of cash in accounts held at a financial institution.

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Lease

Effective May 1, 2019, we adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that do not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. We also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as we do not have reasonable certainty at lease inception that these options will be exercised. We generally consider the economic life of our operating lease ROU assets to be comparable to the useful life of similarly owned assets. We have elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Our leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.

As of April 30, 2022 and 2021, there were approximately $0.09 million and $0.37 million right of use (“ROU”) assets and approximately $0.09 million and $0.37 million lease liabilities based on the present value of the future minimum rental payments of leases, respectively. Our management believes that using an interest rate of our convertible loans at 8% (interest rate of convertible loans as mentioned in Note 7) was the most indicative rate of our borrowing cost for the calculation of the present value of the lease payments.

Derivatives

Derivative instruments are recognized on the balance sheet at their fair value, with changes in the fair value recognized as a component of financial expenses, net in the statements of income.

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

Commitments and contingencies

From time to time, we are a party to various legal actions arising in the ordinary course of business. The majority of these claims and proceedings related to or arise from commercial disputes. We first determine whether a loss from a claim is probable, and if it is reasonable to estimate the potential loss. We accrue costs associated with these matters when they become probable, and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Also, we disclose a range of possible losses, if a loss from a claim is probable but the amount of loss cannot be reasonably estimated, which is in line with the applicable requirements of Accounting Standard Codification 450. Our management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact on our consolidated financial position, results of operations and cash flows.

Related parties

We adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Trend Information

As we are still in the early phase of commercializing our suite of products, we are unable to identify any recent trends in revenue or expenses. As a result, we are unable to identify any known trends, uncertainties, demands, commitments or events involving our business that are reasonably likely to have a material effect on our revenues, income from operations, profitability, liquidity or capital resources, or that would cause the reported financial information in this offering to not be indicative of future operating results or financial condition.

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Emerging Growth Company Status

We are an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to SEC reporting companies that are not emerging growth companies. For so long as we remain an emerging growth company, we will not be required to, among other things:

● present more than two years of audited financial statements and two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure in our registration statement of which this prospectus forms a part;

● have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; and

● disclose certain executive compensation related items.

We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the completion of this offering, (ii) the last day of the fiscal year during which we have total annual gross revenue of at least $1.235 billion, (iii) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which means the market value of our Ordinary Shares that are held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter, and (iv) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

We have taken advantage of certain of the reduced reporting requirements as a result of being an emerging growth company and a foreign private issuer. Accordingly, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

Quantitative and Qualitative Disclosures about Market Risk

Risk management overview

We had exposure to credit, cash flow interest rate risk, foreign exchange risk, economic and political risks and inflation risk. This note provides information about our exposure to each of these risks, our objectives, policies and processes for measuring and managing risk. Further quantitative disclosures are included throughout these consolidated financial statements.

Credit risk

Bank balances

The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies. We are exposed to concentration of credit risk on liquid funds which are deposited with several banks with high credit ratings.

Deposit and other receivables

We assessed the impairment for our other receivables individually based on internal credit rating and ageing of these debtors which, in the opinion of our directors, have had no significant increase in credit risk since initial recognition. Based on the impairment assessment performed by us, our directors consider the loss allowance for deposits and other receivables as of April 30, 2022 and 2021 is $321 and $503, respectively.

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Interest Risk

Cash flow interest rate risk

We are exposed to cash flow interest rate risk through the changes in interest rates related mainly to our variable-rates bank balances.

We currently do not have any interest rate hedging policy in relation to fair value interest rate risk and cash flow interest rate risk. Our directors monitor our exposures on an ongoing basis and will consider hedging the interest rate should the need arises.

Sensitivity analysis

Our exposure to the risk of changes in cash flow interest rate relates primarily to our bank balances with floating interest rates.

The sensitivity analysis below has been determined assuming that a change in interest rates had occurred at the end of the reporting period and had been applied to the exposure to interest rates for financial instruments in existence at that date. 1% increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 1% higher or lower and all other variables were held constant, our post tax loss for the years ended April 30, 2022 and 2021 would have decreased or increased by approximately $1,579 and $1,128, respectively.

Foreign exchange risk

Foreign currency risk is the risk that the holding of foreign currency assets will affect our financial position as a result of a change in foreign currency exchange rates.

Our monetary assets and liabilities are mainly denominated in HK$, RMB and CHF, which are the same as the functional currencies of the relevant group entities. Hence, in the opinion of our directors, the currency risk is considered insignificant. We currently do not have a foreign currency hedging policy to eliminate the currency exposures. However, the directors monitor the related foreign currency exposure closely and will consider hedging significant foreign currency exposures should the need arise.

Economic and political risks

Our operations are mainly conducted in Switzerland and to a lesser extent, HK SAR and the PRC. Accordingly, our business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in Switzerland, HK SAR and the PRC.

Our operations in Switzerland, HK SAR and the PRC, are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. Our results may be adversely affected by changes in the political and social conditions in Switzerland, HK SAR and the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

Inflation risk

Management monitors changes in prices levels. Historically inflation has not materially impacted our audited consolidated financial statements; however, significant increases in the price of labor that cannot be passed to our customers could adversely impact our results of operations.

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INDUSTRY

Diabetes and Obesity

Diabetes

Diabetes mellitus, commonly known as diabetes, is a long-term severe condition when human body cannot generate enough insulin or the human body cannot consume the insulin effectively, resulting in a raised blood glucose level, also known as hyperglycaemia. Insulin is a peptide hormone produced and secreted by the pancreas to regulate the body’s management of glucose. Insulin facilitates glucose from the bloodstream to enter human body’s cells where it is either converted into energy or stored. Hyperglycaemia causes glucose to attach unnaturally to certain proteins in the blood, interfering with the proteins’ ability to perform their normal function of maintaining the integrity of the small blood vessels. With hyperglycaemia, the tiny blood vessels eventually break down and leak. Hyperglycaemia can cause long-term damages to many of the human body’s organs, including cardiovascular diseases, nerve damage, loss of kidney function, blindness, loss of sensation and poor circulation in the periphery, which may lead to lower-limb amputations.

There are two major types of diabetes, Type 1 and Type 2 diabetes.

In Type 1 diabetes, the human body produces very little or no insulin. If a human body produces very little or no insulin, glucose coming into the blood from digestion of the meal therefore cannot release a signal to the liver to stop producing glucose while digestion of the meal is taking place. As the liver continues to produce glucose while there is not sufficient insulin to process the glucose from digestion, the blood glucose levels of the human body fluctuate and will become too high. Type 1 diabetes is generally caused by an autoimmune process in which the body’s immune system attacks the insulin-producing beta-cells of the pancreas, therefore the condition can develop at any age, although it occurs most frequently in children and adolescents.

Type 1 diabetes patients need daily insulin injection to keep their blood glucose level within an appropriate range. Without insulin, they cannot survive. As the onset of Type 1 diabetes generally occurs in children and adolescents, it is therefore a challenge to the whole family. Typical symptoms of Type 1 diabetes include excessive thirst, frequent urination, lack of energy or fatigue, constant hunger, sudden weight loss, blurred vision and diabetic ketoacidosis, which a harmful substance known as ‘ketones’ build up in the body that may lead to severe disability and early death from episodes if the patient lacks the access to insulin.

In Type 2 diabetes, although the pancreas does produce insulin, the human body either does not produce the insulin at the appropriate time or the human body’s cells are not able to respond fully to insulin. This is also known as insulin resistance. When insulin resistance starts emerging, the hormone is thus less effective which as a result prompts an increase in insulin production. Over time, inadequate production of insulin can develop as a result of failure of the pancreatic beta cells to keep up with demand. In other words, the blood glucose level of Type 2 diabetes patients will go too high after eating. The causes of Type 2 diabetes are not completely understood but there is a strong link with overweight and obesity, increasing age, ethnicity, and family history. As generally Type 2 diabetes’ symptoms are less obvious and in some cases, it may be completely symptomless, Type 2 diabetes is generally undiagnosed during onset. Therefore, if the diagnosis is delayed for a prolonged time, complications such as visual impairment, poorly-healing lower-limb ulcers, heart disease or stroke may arise due to hyperglycaemia.

A range of combination therapy options are available for Type 2 diabetes treatment. For example, metformin, glucagon-like peptide 1 GLP-1 agonists, sulphonylureas, alpha glucosidase inhibitors, thiazolidinediones, dipeptidyl peptidase 4 DPP-4 inhibitors and sodium glucose co-transporter 2 inhibitors. Insulin injections may be required to control hyperglycaemia if non-insulin medications fail to maintain glycaemic level.

(Source International Diabetes Federation, Diabetes Atlas 2022).

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Overweight and Obesity

Overweight and obesity are defined as abnormal or excessive fat accumulation that presents a risk to health. A body mass index (BMI) over 25 is considered overweight, and over 30 is obese. The issue has grown to epidemic proportions, with over 4 million people dying each year as a result of being overweight or obese in 2017 according to the global burden of disease.

Rates of overweight and obesity continue to grow in adults and children. From 1975 to 2016, the prevalence of overweight or obese children and adolescents aged 5–19 years increased more than four-fold from 4% to 18% globally.

Obesity is one side of the double burden of malnutrition, and today more people are obese than underweight in every region except sub-Saharan Africa and Asia. Once considered a problem only in high-income countries, overweight and obesity are now dramatically on the rise in low- and middle-income countries, particularly in urban settings. The vast majority of overweight or obese children live in developing countries, where the rate of increase has been more than 30% higher than that of developed countries (source, World Health Organisation).

Market

Diabetes

According to International Diabetes Federation, there are 537 million people worldwide who have diabetes as of 2021. It is projected to be a 46% increase by 2045 to 783 million people worldwide, with a significant increase in developing countries, for example, 134% increase in Africa, 87% increase in Middle East and North Africa and 68% increase in South-East Asia. Type 2 diabetes accounts for the vast majority of diabetes worldwide with over 90%.

Diabetes is a progressive disease, and different medicines will be prescribed according to the stage of the disease progression.

Figure 1: treatment paradigm of Type 2 Diabetes (Source: International Diabetes Federation)

In figure 1 it can be seen that in the earlier stage of the disease, relatively cheap oral medicines will be used, such as metformin and sulfonylurea.

In later stage of the disease, more effective drugs are needed, such as DDP-4 inhibitors or GLP-1 agonists. A disadvantage of most GLP-1 agonists is that they mostly have to be delivered by injection.

In the most advanced stage of type 2 Diabetes, patients have to use insulin (about 7% of the Type 2 patients).

Insulin therapy has been introduced for a century to treat diabetes. This therapy usually involves administering several injections of insulin per day.

Insulin treatment is currently prescribed for patients with Type 1 Diabetes and advanced stage Type 2 Diabetes.

A recent development is that the FDA has approved semaglutide as a first-line treatment for diabetes. It is not unlikely that this will happen also in other countries (as they tend to trail FDA), and for other GLP-1 molecules as well. This will broaden the use of semaglutide and probably also the use of other GLP-1 peptides. (Source, Press Release PR Newswire, Jan 12, 2023: “Novo Nordisk announces FDA approval of label update for Rybelsus® (semaglutide) allowing use as a first-line option for adults with type 2 diabetes”)

Obesity and overweight market

For decades, obesity has been viewed—and treated—mainly as a symptom of lifestyle choices. Diet, exercise and surgical intervention were the only options for addressing the condition and its associated health risks, such as heart disease.

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But with a greater understanding of obesity’s root causes, it is now classified medically as a chronic disease. This shift has helped spur new research into developing treatments, including a range of next-generation medications to manage weight, thereby preventing the illnesses that obesity causes.

The treatment of obesity is on the cusp of moving into mainstream primary care management.

That means obesity treatment could quickly become a top-12 global therapy—growing from a $2.4 billion category in 2022 to $54 billion by 2030, according to Morgan Stanley Research. A clear precedent for investors is the treatment for high blood pressure, which went from a nascent category in the 1980s to a $30 billion market in the 1990s. (source: Morgan Stanley 2022 “Obesity drugs as an investment opportunity”).

GLP-1 drugs also have an important weight loss effect, and hence could be used to treat overweight and obesity. But especially in these indications, the need for effective oral treatments is even higher.

The Need for Non-Invasive Technologies

As for the GLP-1 medicines and insulins, all of them are peptide drugs and have to be injected (with the exception of semaglutide).

Therefore, there is a need in the global market for pharmaceutical companies to develop commercially viable non-invasive treatment. As of today, key drug delivery companies in this space include:

● Emisphere Technologies, a company develops new oral formulations for poorly permeable therapeutic APIs, acquired by Novo Nordisk on a cash-free, debt free basis, for US$1.8 billion.

● OraMed Pharmaceuticals, a Nasdaq listed corporation with code ORMP, developed oral drug delivery systems which most notably an oral insulin capsule for treating Type 2 diabetes.

● Diasome Pharm developed an oral hepatic-directed vesicle where insulin is entrapped into liposomes crossing membranes without degradation.

● Nugenerex Biotech developed an oral-lyn (RapidMist Buccal Insulin), a safe, fast, flexible and pain-free alternative to needle administered medications.

● Merrion Pharm uses drug absorption enhancers to form micelles, constituted by Generally Recognized As Safe (“GRAS”) excipients, formulated in an enteric-coated tablet, and partnered with Novo Nordisk.

● Biocon Limited, a New York Stock Exchange listed company, has a novel molecule pipeline which includes a first-in-class, oral, prandial insulin, with pivotal Phase II/III clinical study in India completed.

All the companies above can be considered competitors of BioLingus. However, the most advanced are OraMed Pharmaceuticals and Novo Nordisk. Recently OraMed Pharmaceuticals announced that its phase III clinical trial with oral insulin failed to meet the endpoints. (Source: Medscape, Jan 2023, “OraMed Oral Insulin Fails to Meet Goal in Type 2 Diabetes”)

Novo Nordisk is a major pharmaceutical company providing diabetes drugs globally. In 2020, Novo Nordisk acquired Emisphere Technologies for US$1.8 billion. Emisphere Technologies’ tablet technology enables an absorption-enhancing excipient to translate drugs into oral form, according to Novo Nordisk. Meanwhile, Novo Nordisk has submitted for regulatory approval in the US, the EU and Canada for oral semaglutide, a GLP-1 analogue in a tablet taken once-daily, for the treatment of adults with Type 2 diabetes utilizing Emisphere Technologies’ tablet technology.

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Meanwhile, Eli Lilly (NYSE:LLY), another major pharmaceutical company recently announced that it has been granted Fast Track designation for the investigation of tirzepatide for the treatment of adults with obesity, or overweight with weight-related comorbidities by the U.S. Food and Drug Administration. Tirzepatide is a dual GIP/GLP-1 receptor agonist which can improve blood sugar control in patients with Type 2 Diabetes. Besides, it can also achieve weight loss of up to 22.5% in adults with obesity or overweight compared to placebo at 72 weeks of treatment from its SURMOUNT-1 clinical trial. According to the National Center for Biotechnology Information, Tirzepatide has become a revolutionary agent for the management and treatment of Type 2 Diabetes and achieving weight loss. Patient compliance and dose adherence are also favored, since it has the advantage of a once-a-week dose administration.

(https://www.ncbi.nlm.nih.gov/pmc/articles/PMC9268041/)

In conclusion, major global pharmaceutical companies are exploring non-invasive diabetes treatment administration with the aim to increase the convenience for the patient and at the same time reduce the cost of manufacturing and reduce the frequency of dose administration. Technology platforms which can deliver non-invasive treatment via oral or sublingual administration at an acceptable cost will become the game changer of the increasing diabetes and weight loss market.

Our Competitive Strengths

We believe that the following competitive strengths contribute to our success and set us apart from our competitors:

Proprietary formulation technology

We develop our products based on the “BioLingus Platform” which is a dedicated platform for the stabilization and oral administration of peptides, proteins and vaccines. Typically, there are various barriers to the safe and effective delivery of peptides and proteins via the oral route. These include the presence of proteolytic enzymes within the gastrointestinal tract, dilution by stomach and intestinal fluids, and the physical barrier of the gut epithelium. Consequently, peptide- and protein-based medicines are normally delivered via injection.

BioLingus’ formulation allows direct absorption of drugs, peptides and proteins through the sublingual mucosa. By avoiding the various barriers typically encountered with oral drug administration, sublingual delivery improves bioavailability and reduces absorption times and variability. The Biolingus Platform also allows user-friendly dosage forms, such as tablets or sprays, to be designed. Our Liraglutide Sublingual product is currently being evaluated in phase 1b/2a clinical studies, and other peptides and protein-based medications are also being developed for sublingual delivery using the “BioLingus Platform”.

Different route of delivery versus most other competitors

The advantages of oral medication delivery over the injectable route are numerous.

Firstly, oral delivery is greatly preferred by patients. For example, 70% of type 2 diabetes patients are reluctant to start insulin injections due to the associated fear of injections (Studying the Hurdles of Insulin Prescription (SHIP©): development, scoring and initial validation of a new self-administered questionnaire, August 29, 2007 , https://www.ncbi.nlm.nih.gov/pmc/articles/PMC2042975/). Secondly, even after patients have commenced insulin injections, studies have shown that adherence to insulin therapy is low due to the ongoing dislike and constraints of the injections. Thirdly, as supported by our in-house research, sublingual drug delivery allows access to the lymphatic system that triggers several major advantages:

1.	Entities absorbed are delivered directly to the systemic circulation via the lymphatics and thus circumvent hepatic first-pass metabolism
2.	The leaky capillaries of the lymphatics allow the transport of macromolecules and particles that have relatively large sizes
3.	Holds promise for the treatment of diseases afflicting the lymphatic systems, since it allows us to achieve similar effects using immuno-active drugs delivered sublingually at 3-10X lower doses (compared to when the drug is delivered via injection) in animal studies. For example, as part of a joint collaboration between Biolingus and IL-TOO and Professor David Klatzmann, an animal study was performed at Sorbonne Universites to compare the effectiveness of sublingual and injectable interleukin-2 in a peanut allergy mouse model. After initial sensitization with peanut allergen, mice were, treated with either sublingual or injectable interleukin-2, challenged with peanut allergen, and allergic responses then measured. We observed that sublingual administration of interleukin-2 at a dose of 1000 IU resulted in a similar reduction in allergic symptoms as subcutaneous injection of interleukin-2 at a dose of 50,000 IU. This peanut allergy mouse model has been used extensively in the past by other researchers and represents a valid means of studying peanut allergy and its treatment in pre-clinical settings.

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Experienced management team

We are led by our two executive Directors namely Mr. Yves Decadt and Mr. SaiYing Thomas Ko. Mr. Decadt is a renowned entrepreneur in the field with more than 25 years of pharmaceutical experience, including 18 years at Johnson and Johnson which he held various roles including international biotech-pharma dealmaking, from sourcing of new deals, due diligence and negotiation to alliance management. Mr. Ko has 40 years of experience in biological protein drug delivery systems. He has unique expertise in the stabilization and sublingual delivery of biological proteins and peptides, and was awarded the 2020 Monash University Fellowship in recognition of his distinguished service to the pharmaceutical industry.

Our Growth Strategy

Our strategy to commercialize our technology and products is the following.

The commercialization strategy of our technology and products is two-fold:

A. License Core Products

For our core products such as Liraglutide SL, our goal is to enter into development and commercial license agreements with major pharmaceutical companies. Ideally this will be done when a key value inflection point is reached i.e. after clinical phase Ib/IIa, or even better, after clinical phase IIb for a higher value.

Once the above licensing agreements are in place, phase III studies will likely be conducted and led by our licensing partners. No licensing partners have been identified so far.

From the date of signing of a licensing agreement, we anticipate that we will receive our first revenue under the form of a Signing Fee and this will likely be 2-3 years before the first product sales on the market. Other license income will follow in the form of development milestone payments, royalties and sales milestone payments.

B. Technology Partnerships

We will license out our technology to be used with external partners for their own proprietary molecules. We anticipate that a typical collaboration will be in two stages:

(iii)	Feasibility Study
	We work with the external partner to determine if our technology is beneficial to deliver our partner’s drug substance sublingually;
(iv)	Technology License
	In the event the feasibility study is successful, we will negotiate and enter into a technology license for the specific product(s).

Our Challenges

Our ability to execute our strategy and realize our vision is subject to risks and uncertainties that could impede our progress in the following key areas:

● Finding top-notch partners/licensees. The better the product profile and drug delivery efficiency is in humans, the easier it would be to find partners and negotiate better terms. In the best-case scenario, the optimal human dose (non-inferiority with injections in clinical studies) corresponds to the best pre-clinical data we have for each product. At the base scenario, the optimal human dose is higher but still commercially viable. For the former, we assume commercial partners would want to enter into a licensing arrangement as early as possible (phase Ib/IIa) while in the base scenario, they would await phase IIb data.

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● The expected development and potential benefits from our products in treating diabetes and commercial viability of the same.

● The expected timing and results of clinical studies for our products.

● The competitive ability of our technology based on product efficacy, safety, patient convenience, reliability, value and patent position.

● Marketing the potential market demand for our products and convincing a mindset change to the treatment of diabetes.

● Staying ahead of our competitors who have more resources and may be developing similar or competing technology.

● Having sufficient resources, including financial means, to see our research and clinical trials through to fruition.

We also face additional challenges, risks, and uncertainties that could materially and adversely affect our business, financial condition, results of operations, and prospects. The section on “Risk Factors” (pages 23–57) provides a more detailed discussion of the risks associated with investing in our shares.

BUSINESS

Overview

We are an exempted company with limited liability incorporated under the laws of the Cayman Islands, whose main business operations are conducted through our subsidiaries in Switzerland and to a lesser extent, HK SAR, the People’s Republic of China and Australia. Each of our subsidiaries operate and carry out discrete but complementary operational activities.

We are a biotechnology company spearheading the development of oral (specifically, sublingual) delivery of peptides and proteins.

BioLingus (Cayman) Limited is the listing company and was incorporated on August 8,2018 and structured as a holding company with no material operations. It is the parent of BioLingus (BVI) Limited, a BVI Business Company with limited liability incorporated in the British Virgin Islands on August 2, 2019, and also structured as a holding company with no material operations.

Biolingus IP GmbH is a Swiss wholly-owned subsidiary of BioLingus (Hong Kong) Limited. It was incorporated on July 25, 2014 (Registration Number: CH-150.4.004.487-4) initially by our three founders, Yves Decadt, Thomas Ko and Didier Coquoz to primarily research improving the efficacy of oral (specifically, sublingual/transmucosal) delivery of peptides and proteins for metabolic diseases, such as diabetes and obesity.

After several years of research, we realized there are two main areas of application of our technology:

- Metabolics (mainly obesity and diabetes)

- Immunology (mainly allergy and auto-immune disorders)

Both areas represent chronic disorders with large potential value and important biological medicines, for which we could develop non-invasive (sublingual) versions.

From a commercial perspective, the history of biotechnology companies, in general, has shown that they are most effective if they are highly specialized in a certain area. If they are highly specialized and focused, they can be top-notch in their area, and when they are the best in class, they will also derive the maximum commercial value.

From a technical perspective, the immunology applications require a different set of formulations from the Biolingus Platform. Lymphatic delivery is a necessary prerequisite for immunology applications, while this is not the case for the metabolics applications. The formulations for both applications are different and will continue to diverge in the future. In relation to this, both technologies will and should have their own IP protection.

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In 2019, it was decided that the metabolics and immunology applications of our technology be separated into two distinct legal entities. BioLingus IP II GmbH (CHE-308.613.165) (“BioLingus II”) was incorporated as a spin-out of Biolingus IP GmbH (CHE-354.897.847) (“BioLingus I”). To support the spin-out, a perpetual and irrevocable License Agreement granted the rights to all non-metabolic applications from BioLingus I to BioLingus II. At the time of the spin-out, a value was attributed to the IP allocated to BioLingus II (based on the patent cost and patent use), which was translated into a license fee payable of CHF120,000 from BioLingus II to BioLingus I. BioLingus II has fully settled the license fee of CHF120,000 to BioLingus I as of the date of the prospectus. No further payments or other fees are required. As this is a perpetual license, the agreement cannot be terminated unless (a) both BioLingus II and BioLingus I mutually agree to such termination or (b) when either BioLingus II or BioLingus I goes into liquidation or discontinue the business. The License Agreement is classifying what is “metabolic” or “non-metabolic” according to the official ATC-classification of compounds (managed by the World Health Organization:

https://www.who.int/tools/atc-ddd-toolkit/atc-classification#:~:text=In%20the%20Anatomical%20Therapeutic%20Chemical,groups%20at%20five%20different%20levels). The ATC classification is actively managed. Each new drug in development by any company worldwide will be assigned into the right ATC class. The WHO Collaborating Centre in Oslo establishes new entries in the ATC classification on requests from users, e.g. pharmaceutical companies, regulatory agencies and researchers.

Biolingus IP GmbH is presently engaged in the research and development of improved and new pharmaceutical technologies and products utilizing the BioLingus Platform for metabolics, and development and management of the patent portfolio related to such products.

BioLingus (Hong Kong) Limited is a wholly-owned Hong Kong subsidiary of BioLingus (BVI) Limited. It was incorporated on November 30, 2012. It was previously named “BioLingus Technology Development (Hong Kong) Pty. Limited” and effected a name change to BioLingus (Hong Kong) Limited on April 6, 2018. BioLingus (Hong Kong) Limited is primarily engaged in administrative management.

BioLingus Beijing is a wholly-owned subsidiary of BioLingus (Hong Kong) Limited and was incorporated in the People’s Republic of China on July 11, 2019. It is a wholly foreign-owned enterprise and a limited liability company. BioLingus Beijing is primarily engaged in supplying drug products for pre-clinical studies.

BioLingus Research (Australia) Pty Ltd is a wholly-owned subsidiary of BioLingus (BVI) Limited newly incorporated in Australia on December 22, 2022. BioLingus Research (Australia) Pty Ltd is primarily engaged in pre-clinical studies (e.g., pharmacology, toxicology) and management of clinical studies.

The Challenge

Many of the more effective drugs to treat diabetes and obesity are “biologics” that currently have to be injected (e.g., insulin). Although insulin was discovered almost 100 years ago, there has to date not been any commercially viable solution to administer insulin without the need for injection.

Consistent with this, the delivery of peptides or proteins, such as insulin, in a non-invasive way (i.e. without needles or injections) is a very challenging endeavor from a scientific and technical perspective. The main reasons for this are as follows:

(i)	The stability of peptides and proteins in the gastrointestinal (“GI”) tract is very low. The GI tract has been optimized during evolution to degrade and digest peptides and proteins in the diet. For example, the stomach is very acidic with non-specific proteolytic enzymes like pepsin and stomach fluids that digest and dilute peptides and proteins. Additionally, the intestines are also rich in proteolytic enzymes and fluids that have the same effect.
(ii)	The lining of GI tract severely limits the amount of intact peptides and proteins that can be absorbed into the body due to its structure. For instance, mucus lining the inner GI tract surface as well as the enterocytes themselves act as key barriers to absorption.
(iii)	As a result of the above, the oral bioavailability of peptides and proteins (i.e., how much gets absorbed into the blood stream) is very low. To match the efficacy of an injection, the dose of orally administered peptides and proteins have to be increased substantially. For example, other companies working in this field have reported that, in order to match the efficacy of the injectable forms, they need an oral dose that is about 100 times the injectable dose. Peptides and proteins are, in general, very expensive molecules, costing typically between $500-2500 per gram (depending on the production process used and the scale of manufacturing). Accordingly, if one has to use 100 times more oral peptide or protein to match the injectable form, it becomes very challenging, not only from a technical perspective, but also from a commercial standpoint. In this way, an oral peptide or protein product is only viable when sold at a very high price, which will restrict potential sales.

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(iv) In addition, the presence of food greatly affects the speed and efficacy of absorption of peptides and proteins, and this creates marked variability in the onset, duration and magnitude of their activity, which is highly undesirable for a drug product.

Our Technology

Sublingual delivery: an alternative to traditional oral delivery

For traditional oral delivery, the product is swallowed and passes via the throat and stomach into the GI tract, where it is absorbed in the stomach. This is a long and highly inefficient track, which makes targeting of the proper peptide absorption window challenging.

In contrast, Biolingus has focused on an alternative approach, known as sublingual delivery. The sublingual area lies under the tongue and is lined by a thin layer of cells which a rich supply of blood vessels. Sublingual delivery has been successfully used commercially for many years to deliver a variety of so-called small molecule drugs, such as glyceryl trinitrate and ondansetron, which can readily penetrate this layer of cells to rapidly enter the blood stream. We hypothesized that we could similarly exploit the unique nature of the sublingual area to effectively deliver peptides and proteins, and this subsequently became the focus of our research. In our first few years, Biolingus focused on improving the efficacy of this technology. The main peptide used to improve the technology was exenatide, which was the first commercial glucagon-like peptide (GLP-1) receptor protein product and is routinely used to treat type 2 diabetes.

The Biolingus platform

Another major challenge for creating efficacious oral peptide- and protein-based drugs is their relative instability. Ideally, their shelf life should be at least 2 years at room temperature, but most injectable peptides and proteins are sold as freeze-dried products that need refrigerated storage. Using our unique BioLingus platform, we aim to minimize the need for refrigerated storage, and have observed that we can stabilize specific peptides and proteins for over 2 years at room temperature. For instance, we previously assessed the stability of human sublingual interferon alpha formulated using our technology platform. These stability studies were performed by Professor Paul Herzog at Monash University, and showed no degradation of the active substance after 2 years, using the CPE assay which measures interferon activity.

Our platform is the result of:

● An optimized and stable formulation;

● An optimized and robust manufacturing process; and

● Innovative custom-built equipment

The unique combination of functional ingredients within our formulations promotes absorption of the drug, while the right conditions for protein stabilization have been found through optimizing all three factors together.

In terms of process, we use a modified version of a technology called micro-encapsulation, which readily allows for large-scale manufacturing. Microencapsulation is a technology commonly used in the pharmaceutical industry. However, this process is typically used for small molecule drugs, which are generally very stable in contrast to biologics. Ordinarily, this process requires high inlet air temperatures of 80-100 degrees Celsius that would rapidly degrade or denature peptides and proteins, and this has limited their use for biologic drugs. We have modified the process in such a way that it works at low temperatures and in this way can avoid degradation of peptides and proteins during micro-encapsulation. Moreover, once peptides and proteins are incorporated into our microcapsules, they typically remain stable for a relatively long time.

Aside from developing our own proprietary equipment and process, as described above, we have also performed years of research to optimize our formulations to not only improve the stability of our products but to also increase the absorption of each product across the sublingual area and into the body.

During our first series of studies with exenatide, the sublingual dose required was almost 200 times the injectable dose to achieve a similar effect. After 2 to 3 years of extensive research and development, we were able to reduce this ratio to 5 to 10. With Biolingus as the sponsor, these animal studies were performed by Wuxi Apptec and assessed the glucose lowering effects of exenatide using a study assay known as a glucose tolerance test. Initially, we observed that a sublingual dose of 200 ug exenatide achieved a similar glucose lowering effect as 1ug exenatide delivered via subcutaneous injection. Eventually, after altering the composition of our formulation, we were able to achieve the same glucose lowering effect with 5-10ug exenatide delivered sublingually. All of these studies utilized a standard mouse model for type 2 diabetes known as the diet-induced obese (DIO) mouse, which share similar problems with glucose metabolism as those seen in diabetes patients and have been used extensively in the past by other researchers in testing new treatments for type 2 diabetes.

In this way, we now have a “platform” of formulations and expertise on how formulations should be designed for better performance. For instance, one formulation may have higher delivery efficiency but is more expensive to manufacture, while another may be less expensive but also more unstable. Using this core “platform” of formulations, we have gone on to develop new versions for each new peptide and protein, adjusting each formulation to align with the properties of the particular peptide or protein and to optimize their absorption and efficacy.

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During the course of our research and testing of various peptides and proteins across several different disease indications, it has become clear to us that there are two areas for our technology with significant commercial potential:

● Metabolic disease, in particular diabetes and obesity and related metabolic disorders such as nonalcoholic steatohepatitis (“NASH”); and

● Immunology*.

*A perpetual and irrevocable license has been granted to all non-metabolic applications from BioLingus IP GmbH to BioLingus IP II GmbH. BioLingus IP GmbH only holds the rights to the metabolic applications. In 2019, BioLingus IP II GmbH was spun-out of BioLingus IP GmbH and we no longer own BioLingus IP II GmbH.

Advantages of the BioLingus Platform

Sublingual administration of peptides and proteins has many potential benefits:

● Oral delivery, including sublingual, is the preferred route of administration for patients. Hence, sublingual products will not only take market share from injectable ones, but may also increase uptake in less severe disease indications (primarily obesity) and thus increase the overall market size;

● No or little GI side effects.

● By eliminating the need for needles, sublingual delivery completely removes the safety risks associated with needle use (e.g. needlestick injuries, blood borne infections).

● The need for a cold chain may be eliminated or minimized. For instance, our technology allows specific peptides and proteins to be stabilized for over 2 years at room temperature. Elimination of the cold chain will not only result in a substantial cost reduction, but also provide a substantial logistical simplification (which is important in countries with poor infrastructure).

Our Products

As of the date of this prospectus, our Swiss subsidiary, Biolingus IP GmbH is developing four products:

Note :

(1)

Liraglutide Sublingual is conducting Phase Ib and Phase IIa together. The phase Ib/IIa is a “dose-finding study”: the goal is – as the name says – to find an optimal dose range in humans; this is a relatively short study, which lasts 6-9 months. The trial begun in late April 2023, when the first patient was successfully enrolled and dosed, and is taking place at the Clinical Trials Centre of the Chinese University of Hong Kong. In total, 15 patients will be enrolled in the trial, which is being conducted as a single ascending dose study of sublingual liraglutide in patients with type 2 diabetes, with the main endpoints related to safety, tolerability and preliminary efficacy. As of May 29, 2023, 1 of 15 patients had been enrolled.

Part 1 of the trial is utilizing an open label, single ascending dose, repeated treatment design. It involves 3 subjects, each of whom will receive three single ascending doses of SL liraglutide (3, 12, 30mg and subcutaneous (SC) liraglutide (active comparator) with a mixed meal tolerance test (MMTT), separated by 1 week washout between doses. Part 2 of the trial will utilize an investigator-blind, sponsor open, placebo-controlled, randomized, repeated treatment study design. It will involve 12 subjects. Each subject will receive one of three possible doses of SL-liraglutide, SL-placebo or SC liraglutide in a randomized order with MMTT separated by 1 week washout between doses.

Timelines subject to adjustments depending on available funding

Liraglutide and exenatide both belong to the class of diabetes products called GLP-1 analogues. The GLP-1 analogues have established themselves in the past years as one of the superior drug classes for treatment of diabetes type II in terms of blood glucose lowering and weight loss. Because of the latter, they are also being used more and more also in the treatment of obesity (source: Obesity and GLP-1, November 19, 2020, https://pubmed.ncbi.nlm.nih.gov/33213122/). Until now, both drugs are generally only available by injection. Neither liraglutide nor exenatide is available commercially in oral forms.

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Semaglutide is a GLP-1 product available as an injectable and oral dosage form (Source: GLP-1 receptor agonists in the treatment of type 2 diabetes - state-of-the-art, 2020 October 14, 2020, https://pubmed.ncbi.nlm.nih.gov/33068776/). We aim to develop a sublingual version of this product that outperforms the oral form. Specifically, our sublingual version should have a substantially lower cost and hence be highly competitive with the oral version. The patent registered under The Patent Cooperation Treaty (PCT) for Semaglutide is PCT WO2006097537 titled Acylated GLP-1 compounds (https://patentscope.wipo.int/search/en/search.jsf). The filing date was March 20, 2006. This patent is set to expire on March 20, 2026 and is subject to a possible five year extension by the applicant holder. As such, we will not begin marketing our Semaglutide Sublingual candidates, if approved, until March 20, 2026, or if an extension is exercised until March 20, 2031.

Because our products do not include any new chemical entity (“NCE”) but use already approved drug substances, we shall follow the “505(b)(2) regulatory pathway” in the United States. The 505(b)(2) New Drug Application (“NDA”) is a streamlined NDA process in which the applicant relies upon one or more investigations conducted by someone other than the applicant and for which the applicant has not obtained right of reference. In other words, the 505(b)(2) pathway enables investigators and/or manufacturers to apply for approval without having to repeat all the drug development work that has already been performed.

Introduced by the Hatch-Waxman Amendments of 1984, the purpose of the 505(b)(2) pathway is to avoid unnecessary duplication of research for the approval of a clinically significant improvement to a previously approved drug by allowing for the use of data not developed by the NDA applicant.

The 505(b)(2) strategy is valuable to pharmaceutical companies for a variety of reasons. This pathway eliminates some of the cost and time associated with the traditional full NDA. In addition, utilization of the 505(b)(2) pathway can eliminate the need for most non-clinical studies and extensive safety and efficacy tests.

 

For more information on the “505(b)(2) pathway see: https://www.fda.gov/regulatory-information/search-fda-guidance-documents/applications-covered-section-505b2.

There has not yet been any interaction with the FDA related to the applicability of 505(b) for our drug candidates, but these candidates, in our sole judgment, clearly fall within one of the definitions of candidates stated in 505(b)(2), namely, “Drugs with changes in dosage form, strength, formulation, dosing regimen or route of administration.”

A wealth of existing information is already available from previous studies for us to use in our application via the 505(b)2 pathway. As a result, the number and scope of studies that we must perform are substantially reduced. This is summarized in the tables below.

Exenatide
	Our Scope of Study	Rely on studies from reference listed drug: FDA review (all are public information) for Byetta NDA 21-919 approval (Source: https://www.accessdata.fda.gov/drugsatfda_docs/nda/2009/021919_byetta_toc.cfm) based on data submitted by Amylin/Astra Zeneca (may be completed/updated by FDA reviews of Amylin’s NDA #022200 (Bydureon) (Source: https://www.accessdata.fda.gov/drugsatfda_docs/nda/2012/022200Orig1s000TOC.cfm) Astra Zeneca’s NDA 021773 (Byetta) (Source: https://www.accessdata.fda.gov/drugsatfda_docs/nda/2010/022341s000TOC.cfm) based on interactions with the FDA:	Regulation
Mode of action	Since the mode of action of exenatide is already established, Biolingus does not need to perform any further studies regarding its mode of action. Status: not applicable*	Byetta FDA NDA 21-919 Pharmacology review 8/28/2008 2.6.2.2 Primary pharmacodynamics Mechanism of action	505(b)2
Pharmacology	Biolingus sponsors limited pharmacodynamic and pharmacokinetic studies of its diabetes drug candidates in mice. Specifically, pharmacodynamic studies involving glucose tolerance tests in DIO mouse models are performed at Wuxi Apptec or another contract research organization (CRO) when appropriate to assess the glucose lowering effects of Biolingus’ sublingual diabetes drug candidates. Pharmacokinetic/metabolism studies in mice are also performed at Wuxi Apptec or another CRO to assess the plasma and tissue distribution of Biolingus’ sublingual diabetes drug candidates following sublingual delivery. Status: ongoing	Byetta FDA NDA 21-919 Pharmacology review 8/28/2008 2.6.2. PHARMACOLOGY 2.6.2.1 Brief summary 2.6.2.2 Primary pharmacodynamics 2.6.2.3 Secondary pharmacodynamics 2.6.2.4 Safety pharmacology 2.6.2.5 Pharmacodynamic drug interaction 2.6.3. PHARMACOLOGY TABULATED SUMMARY 2.6.4. PHARMACOKINETICS/TOXICOKINETICS 2.6.4.1 Brief summary 2.6.4.4 Distribution 2.6.4.5 Metabolism 2.6.4.6 Excretion 2.6.4.7 Pharmacokinetic drug interactions 2.6.4.8 Other Pharmacokinetic Studies 2.6.4.10 Tables and figures to include comparative TK summary	505(b)2
Toxicology	Biolingus sponsors studies in rats at Wuxi Apptec or another CRO to determine any local or systemic toxicity following repeated daily administration of Biolingus’ sublingual diabetes drug candidates. Status: planned	Byetta FDA NDA 21-919 Pharmacology review 8/28/2008 2.6.6 TOXICOLOGY 2.6.6.1 Overall toxicology summary 2.6.6.2 Single-dose toxicity 2.6.6.3 Repeat-dose toxicity 2.6.6.4 Genetic toxicology 2.6.6.5 Carcinogenicity 2.6.6.6 Reproductive and developmental toxicology 2.6.6.7 Local tolerance (partially and will be completed by buccal local tolerance) 2.6.6.8 Special toxicology studies 2.6.6.9 Discussion and Conclusion 2.6.6.10 Tables and Figure 2.6.7 TOXICOLOGY TABULATED SUMMARY	505(b)2, FDA guidance: Nonclinical Safety Evaluation of Reformulated Drug Products and Products Intended for Administration by an Alternate Route

*Rely on studies from reference drug. Biolingus no need to do duplicated study.

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Clinical phase I safety Biolingus sponsors clinical trials of its sublingual diabetes drug candidates in patients with type 2 diabetes, with one of the main endpoints related to determining safety, Status: planned Byetta FDA NDA 21-919 Clinical Pharmacology review 4/12/2005 2993-101 A rising single dose, double blind, placebo controlled study examining the pharmacokinetics and tolerability of AC2993 given by the subcutaneous route in healthy volunteers. 2993-102 A Single-Blind, Rising Dose, Placebo-Controlled Study to Evaluate the Safety, Tolerability and Effects of Multiple Doses of AC2993 Given by the Subcutaneous Route to Subjects with Type 2 Diabetes Mellitus 2993-103 A Single-Blind, Placebo-Controlled Crossover Study to Evaluate the Safety, Tolerability, and Effects of Multiple Doses of AC2993 Given by the Subcutaneous Route to Subjects Having Type 2 Diabetes Mellitus 2993-104 A Single-Blind, Placebo-Controlled Study to Examine the Metabolic Effects of a Range of Doses of AC2993 Given by the Subcutaneous Route to Subjects with Type 2 Diabetes Mellitus 2993-105 A Balanced Study to Examine the Effect on Frequency of Subcutaneous Administration of a Constant Total Daily Dose of AC2993 (0.2 µg/kg) on Plasma Glucose in Subjects with Type 2 Diabetes Mellitus 2993-106 The Effects of the Hormone GLP-1 and AC2993 on Glucose Metabolism in the Presence of Different Insulin Concentrations 2993-107a A Phase 2, Randomized, Double-Blind, Placebo-Controlled, Multicenter Study to Examine the Effect on Glucose Control of AC2993 (0.08 µg/kg) Given Two Times a Day Versus Three Times a Day for28 Days in Subjects With Type 2 Diabetes Mellitus Treated With Sulfonylureas and/or Metformin. 2993-108 A Phase 2, Randomized, Triple-Blind, Placebo-Controlled, Multicenter, Forced Dose-Escalation Study to Examine Dose Tolerability in Subjects With Type 2 Diabetes Mellitus Given AC2993 Subcutaneously 2993-109 A Single-Blind, Placebo-Controlled, Dose-Rising Pilot Study to Examine the Pharmacodynamics and Pharmacokinetics of AC2993 Administered via Continuous Subcutaneous Infusion in Subjects with Type 2 Diabetes Mellitus 2993-110 A Double-Blind, Placebo-Controlled Crossover Study to Examine the Effect of Subcutaneously Administered AC2993 on Fasting Plasma Glucose Concentrations in Subjects with Type 2 Diabetes Mellitus 2993-111 A Triple-Blind, Placebo-Controlled Crossover Study to Examine the Effects of Intravenously Administered AC2993 on Insulin Secretion and Counter-regulation During Euglycemia and Insulin-Induced Hypoglycemia in Healthy Volunteers 2993-118 A Randomized, Open-Label, Four-Way Crossover Study to Examine the Bioavailability of AC2993 Injected Subcutaneously at Three Anatomical Sites in Subjects With Type 2 Diabetes Mellitus 2993-121 A Phase 2, Randomized, Single-Blind, Placebo-Controlled Crossover Study to Examine the Pharmacokinetics of an Oral Drug (Acetaminophen) Administered at Various Times in Relation to Exenatide Subcutaneous Injection in Healthy Subjects 2993-122 A Phase 2, Randomized, Single-Blind, Single-Center Crossover Study to Examine the Effects of Exenatide on First-Phase Insulin Release in Subjects with Type 2 Diabetes Mellitus H8O-EW-GWAB Single Subcutaneous Dose Pharmacokinetics of LY2148568 in Subjects with Renal Dysfunction H8O-EW-GWAE A Pharmacodynamic Interaction Study to Evaluate the Effects of Exenatide on Lisinopril in Hypertensive Subjects H8O-FW- GWAF Effect of Exenatide Administration on the Pharmacokinetics of Digoxin in Healthy Male Subjects H8O-EW-GWAG The Effect of Exenatide on the Pharmacokinetics of a Single Dose of Lovastatin in Healthy Subjects H8O-EW-GWAJ Exenatide: Effect of Injection Time on Post-prandial Glycemia in Patients with Type 2 Diabetes Mellitus. Pop PK Review of Population Pharmacokinetic Analysis PK/PD Review of PK/PD simulation 505(b)2

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Clinical phase I/II efficacy	Biolingus sponsors clinical trials of its sublingual diabetes drug candidates in patients with type 2 diabetes, with one of the main endpoints related to determining preliminary efficacy Status: planned	Byetta FDA NDA 21-919 Clinical Pharmacology review 4/12/2005 (see above)
Clinical phase I/II dose finding	Biolingus sponsors clinical trials of its sublingual diabetes drug candidates in patients with type 2 diabetes, with one of the main endpoints related to dose finding Status: planned	Byetta FDA NDA 21-919 Clinical Pharmacology review 4/12/2005 (see above)	505(b)2
Clinical phase III efficacy	Biolingus sponsors a larger, well-powered clinical trial   in patients with type 2 diabetes, with the main endpoint related to efficacy Status: planned	Byetta FDA NDA 21-919 Cross Discipline Team Leader Review 08/21/2009 Byetta FDA NDA 21-919 Medical Review 15/09/2009: 6 INTEGRATED REVIEW OF EFFICACY 6.1 INDICATION: TREATMENT OF TYPE 2 DIABETES MELLITUS 6.1.1 Methods 6.1.2 General Discussion of Endpoints 6.1.3 Study Design 6.1.4 Efficacy Findings 6.1.5 Clinical Microbiology 6.1.6 Efficacy Conclusions To be completed with at least 1 phase III study with Biolingus’ sublingual exenatide	505(b)2
Clinical safety database (usually more than 1’500 patients	Biolingus maintains long-term clinical safety database of its sublingual diabetes drug candidates Status: planned	Byetta FDA NDA 21-919 Cross Discipline Team Leader Review 08/21/2009 Byetta FDA NDA 21-919 Medical Review 15/09/2009: 7 INTEGRATED REVIEW OF SAFETY 7.1 METHODS AND FINDINGS 7.1.1 Deaths 7.1.2 Other Serious Adverse Events 7.1.3 Dropouts and Other Significant Adverse Events 7.1.4 Other Search Strategies 7.1.5 Common Adverse Events 7.1.6 Less Common Adverse Events 7.1.7 Laboratory Findings 7.1.8 Vital Signs 7.1.9 Electrocardiograms (ECGs) 7.1.10 Immunogenicity 7.1.11 Human Carcinogenicity 7.1.12 Special Safety Studies 7.1.13 Withdrawal Phenomena and/or Abuse Potential 7.1.14 Human Reproduction and Pregnancy Data 7.1.15 Assessment of Effect on Growth 7.1.16 Overdose Experience 7.1.17 Postmarketing Experience 7.1.18 Description of Secondary Clinical Data Sources Used to Evaluate Safety 7.1.19 Adequacy of Overall Clinical Experience 7.1.20 Adequacy of Special Animal and/or In Vitro Testing 7.1.21 Adequacy of Routine Clinical Testing 7.1.22 Adequacy of Metabolic, Clearance, and Interaction Workup 7.1.23 Adequacy of Evaluation for Potential Adverse Events for Any New Drug and Particularly for Drugs in the Class Represented by the New Drug; Recommendations for Further Study 7.1.24 Assessment of Quality and Completeness of Data 7.1.25 Additional Submissions, Including Safety Update 7.1.26 Summary of Selected Drug-Related Adverse Events, Important Limitations of Data, and Conclusions	505(b)2

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Liraglutide
	Our Scope of Study	Rely on studies from reference listed drug: FDA review (all are public information) for Victoza NDA 22-341 (Source: https://www.accessdata.fda.gov/drugsatfda_docs/nda/2010/022341s000clinpharmr.pdf) approval based on data submitted by Novo Nordisk Inc. (may be completed/updated by FDA reviews of Novo Nordisk’s NDA #20-6321 (Saxenda) (Source: https://fda.report/media/145424/206321S12+liraglutide+clinical+prea.pdf) and Novo Nordisk’s NDA 208583 (Xultophy) (Source: https://www.accessdata.fda.gov/drugsatfda_docs/nda/2016/208583Orig1s000OtherR.pdf) based on interactions with the FDA):	Regulation
Mode of action	Since the mode of action of liraglutide is already established, Biolingus does not need to perform any further studies regarding its mode of action. Status: not applicable*	Victoza FDA NDA 22-341 Pharmacology review 7/8/2008 2.6.2.2 Primary pharmacodynamics Mechanism of action	505(b)2
Pharmacology	Biolingus sponsors limited pharmacodynamic and pharmacokinetic studies of its diabetes drug candidates in mice. Specifically, pharmacodynamic studies involving glucose tolerance tests in DIO mouse models are performed at Wuxi Apptec or another CRO when appropriate to assess the glucose lowering effects of Biolingus’ sublingual diabetes drug candidates. Pharmacokinetic/metabolism studies in mice are also performed at Wuxi Apptec or another CRO to assess the plasma and tissue distribution of Biolingus’ sublingual diabetes drug candidates following sublingual delivery. Status: completed	Victoza FDA NDA 22-341 Pharmacology review 7/8/2008 2.6.2. PHARMACOLOGY 2.6.2.1 Brief summary 2.6.2.2 Primary pharmacodynamics 2.6.2.3 Secondary pharmacodynamics 2.6.2.4 Safety pharmacology 2.6.2.5 Pharmacodynamic drug interaction 2.6.4. PHARMACOKINETICS/TOXICOKINETICS 2.6.4.1 Brief summary 2.6.4.4 Distribution 2.6.4.5 Metabolism 2.6.4.6 Excretion 2.6.4.7 Pharmacokinetic drug interactions 2.6.4.8 Other Pharmacokinetic Studies 2.6.4.10 Tables and figures to include comparative TK summary	505(b)2
Toxicology	Biolingus sponsors studies in rats at Wuxi Apptec or another CRO to determine any local or systemic toxicity following repeated daily administration of Biolingus’ sublingual diabetes drug candidates. Status: completed	Victoza FDA NDA 22-341 Pharmacology review 7/8/2008 2.6.6 TOXICOLOGY 2.6.6.1 Overall toxicology summary 2.6.6.2 Single-dose toxicity 2.6.6.3 Repeat-dose toxicity 6.6.6.4 Genetic toxicology 2.6.6.5 Carcinogenicity 2.6.6.6 Reproductive and developmental toxicology 2.6.6.7 Local tolerance (partially and will be completed by buccal local tolerance) 2.6.6.8 Special toxicology studies 2.6.6.9 Discussion and Conclusion 2.6.7 TOXICOLOGY TABULATED SUMMARY	505(b)2, FDA guidance: Nonclinical Safety Evaluation of Reformulated Drug Products and Products Intended for Administration by an Alternate Route

*Rely on studies from reference drug. No need for duplicated study.

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Clinical phase I safety Biolingus sponsors clinical trials of its sublingual diabetes drug candidates in patients with type 2 diabetes, with one of the main endpoints related to determining safety, Status: ongoing Victoza FDA NDA 22-341 Biometrics and Clinical Pharmacology review 13/8/2009 1 SUMMARY OF IMPORTANT CLINICAL PHARMACOLOGY FlNDINGS 2 QUESTION-BASED REVIEW (QBR) 2.2 General Clinical Pharmacology 2.2.1 What are the PK characteristics of liraglutide after subcutaneous administration and how do they relate to the dose? 2.2.2 What are the pharmacodynamic characteristics of liraglutide after subcutaneous administration and how do they relate to the dose? 17 2.2.3 Is major route of elimination identified? 2.2.4 Does this drug prolong the QT or QTc Interval? 2.2.5 What are the characteristics of the exposure-response relationships (dose-response, concentration-response) with regards to efficacy? 2.2.6 What are the characteristics of the exposure-calcitonin relationships (dose-response, concentration-response) with regards to thyroid safety? 2.3 Intrinsic Factors 2.3.1 What intrinsic factors (e.g., age, gender, race, weight, height, disease, genetic polymorphism, pregnancy, and organ dysfunction) influence exposure (PK usually) and/or response, and what is the impact of any differences in exposure on efficacy or safety responses? 2.3.2 Does the renal function affect Liraglutide pharmacokinetics? 2.3.3 Does the hepatic function affect Liraglutide pharmacokinetics? 2.4 Extrinsic Factors 2.4.1 What is the effect of different injection sites on the bioavailability of Liraglutide? 2.4.2 Drug-Drug Interactions. 2.4.2.1 What is the CYP inhibition potential of Liraglutide? 2.4.2.2 What is the effect of Liraglutide co-administration on the pharmacokinetics of other drugs? 2.5 General Biopharmaceutics 2.6.1 What is absolute bioavailability and disposition of Liraglutide? 2.6.2 1s bioequivalence established between the to-be-marketed formulation and the Phase 3 trial formulation and how does it relate to the overall product development? 2.6 Analytical 2.7.1 1s the analytical method for Liraglutide appropriately validated 3 LABELING COMMENTS (PRELIMINARY) 53 4 APPENDIX 4.1 Proposed Label 4.2 Individual Study Reviews 4.2.1 Initial PK and Tolerability Study in Healthy Subjects 4.2.2 Mass-Balance Study (NN2211-1699) 4.2.3 Single-Dose PD Study (NN221 1-2063) 4.2.4 Multiple-Dose PD Study (NN221 1-1332) 4.2.5 Single-Dose PD Study (NN221 1-1224) 4.2.6 Multiple-Dose PD Study Appetite Suppression (NN2211-1589) 4.2.7 BE-Evaluations (NN2211-1331, 1636, 1692, 1693) 4.2.8 Relative Bioavailability Study (NN221 1-1745) 4.2.9 DD1 Study (NN2211-1330) 4.2.10 DD2 Study (NN221 1-1608) 4.2.11 Pharmacokinetics in Elderly (NN221 1-1327) 4.2.12 Renal Impairment Study (NN221 1-1329) 4.2.13 Hepatic Impairment Study (NN221 1-1328) 4.2.14 Single-Dose PK Study in Healthy Japanese (NN2211-1326) 4.2.15 Multiple-Dose PK Study in Healthy Japanese (NN2211-1551) 4.2.16 Multiple-Dose PKPD Study in Type 2 Japanese (NN221 1-1591) 4.3 Pharmacometrics Review 505(b)2

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Clinical phase I/II efficacy	Biolingus sponsors clinical trials of its sublingual diabetes drug candidates in patients with type 2 diabetes, with one of the main endpoints related to determining preliminary efficacy Status: ongoing	Victoza FDA NDA 22-341 Biometrics and Clinical Pharmacology review 13/8/2009 (see above)
Clinical phase I/II efficacy, dose finding	Biolingus sponsors clinical trials of its sublingual diabetes drug candidates in patients with type 2 diabetes, with one of the main endpoints related to dose finding Status: onging	Victoza FDA NDA 22-341 Biometrics and Clinical Pharmacology review 13/8/2009 (see above)	505(b)2
Clinical phase III efficacy	Biolingus sponsors a larger, well-powered clinical trial   in patients with type 2 diabetes, with the main endpoint related to efficacy Status: planned	Victoza FDA NDA 22-341 Cross Discipline Team Leader Review 10/15/2009 Victoza FDA NDA 22-341 Medical Review 7/22/2009: 6 INTEGRATED REVIEW OF EFFICACY 6.1 Indication 6.1.1 Methods 6.1.2 General Discussion of Endpoints 6.1.3 Study Design 6.1.4 Efficacy Findings 6.1.5 Clinical Microbiology 6.1.6 Efficacy Conclusions To be completed with at least 1 phase III study with Biolingus’ sublingual exenatide	505(b)2
Clinical safety database (usually more than 1’500 patients	Biolingus maintains long-term clinical safety database of its sublingual diabetes drug candidates Status: planned	Victoza FDA NDA 22-341 Cross Discipline Team Leader Review 10/15/2009 Victoza FDA NDA 22-341 Medical Review 7/22/2009: 7 INTEGRATED REVIEW OF SAFETY 7. 1 Methods and Findings 7.1.1 Deaths 7.1.2 Other Serions Adverse Events 7.1.3 Dropouts and Other Significant Adverse Events 7.1.4 Other Search Strategies 7.1.5 Common Adverse Events 7.1.6 Less Common Adverse Events 7.1.7 Laboratory Findings 7.1.8 Vital Signs 7.1.9 Electrocardiograms (ECGs) 7.1.10 Immunogenicity 7.1 .1 1 Human Carcinogenicity 7.1.12 Special Safety Studies 7.1.13 Withdrawal Phenomena and/or Abuse Potential 7.1.14 Human Reproduction and Pregnancy Data 7.1.15 Assessment of Effect on Growth 7.1.16 Overdose Experience 7.1.17 Post marketing Experience 7.2 Adequacy of Patient Exposure and Safety Assessments	505(b)2

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Semaglutide
	Our Scope of Study	Rely on studies from reference listed drug: FDA review (all are public information) for Ozempic NDA 209637 (Source: https://www.accessdata.fda.gov/drugsatfda_docs/nda/2017/209637Orig1s000MedR.pdf) approval based on data submitted by Novo Nordisk Inc. (may be completed/updated by FDA reviews of Novo Nordisk’s NDA #213051 and #213182 (Rybelsus) (Source: https://www.accessdata.fda.gov/drugsatfda_docs/nda/2019/213051Orig1s000ChemR.pdf)and Novo Nordisk’s NDA 215256 (Wegovy) (Source: https://www.accessdata.fda.gov/drugsatfda_docs/nda/2021/215256Orig1s000OtherR.pdf) based on interactions with the FDA):	Regulation
Mode of action	Since the mode of action of liraglutide is already established, Biolingus does not need to perform any further studies regarding its mode of action. Status: not applicable*	Ozempic FDA NDA 209637 Pharmacology review 17/01/2017 4.1 Primary pharmacodynamics Mechanism of action	505(b)2
Pharmacology	Biolingus sponsors limited pharmacodynamic and pharmacokinetic studies of its diabetes drug candidates in mice. Specifically, pharmacodynamic studies involving glucose tolerance tests in DIO mouse models are performed at Wuxi Apptec or another CRO when appropriate to assess the glucose lowering effects of Biolingus’ sublingual diabetes drug candidates. Pharmacokinetic/metabolism studies in mice are also performed at Wuxi Apptec or another CRO to assess the plasma and tissue distribution of Biolingus’ sublingual diabetes drug candidates following sublingual delivery. Status: ongoing	Ozempic FDA NDA 209637 Pharmacology review 17/01/2017 4 PHARMACOLOGY 4.1 Primary pharmacodynamics 4.2 Secondary pharmacodynamics 4.3 Safety pharmacology 5 PHARMACOKINETICS/ TOXICOKINETICS 5.1 PK/ADME	505(b)2
Toxicology	Biolingus sponsors studies in rats at Wuxi Apptec or another CRO to determine any local or systemic toxicity following repeated daily administration of Biolingus’ sublingual diabetes drug candidates. Status: planned	Ozempic FDA NDA 209637 Pharmacology review 17/01/2017 6 TOXICOLOGY 6.2 Repeat-Dose Toxicity 7 Genetic Toxicology 7.1 in vitro reverse mutation assay in bacteria cells (AMES) 7.2 In vitro assay in mammalian cells 7.3 In vitro clastogenicity assay in rodents (micronucleus assay) 8 Carcinogenicity 9 Reproductive and developmental toxicity 10 Special toxicology studies 11 Integrated summary and safety evaluation	505(b)2, FDA guidance: Nonclinical Safety Evaluation of Reformulated Drug Products and Products Intended for Administration by an Alternate Route
Clinical phase I safety	Biolingus sponsors clinical trials of its sublingual diabetes drug candidates in patients with type 2 diabetes, with one of the main endpoints related to determining safety, Status: planned	Ozempic FDA NDA 209637 clinical pharmacology biopharmaceutics review(s) 02/01/2017 2. Summary of Clinical Pharmacology Assessment 2.1 Pharmacology and Clinical Pharmacokinetics 2.2 Dosing and Therapeutic Individualization 2.2.1 General dosing 2.2.2 Therapeutic individualization 2.3 Outstanding Issues 2.4 Summary of Labeling Recommendations 3. Comprehensive Clinical Pharmacology Review 3.1 Overview of the Product and Regulatory Background 3.1.1 What pertinent regulatory background or history contributed to the current assessment of the clinical pharmacology of this drug? 3.1.2 What are the highlights of the chemistry and physical-chemical properties of the drug substance and the formulation of the drug product? 3.1.3 What are the proposed mechanism of action and therapeutic indication of semaglutide? 3.1.4 What are the proposed dosages and routes of administration? 3.2 General Pharmacology and Pharmacokinetic Characteristics 3.2.1 Pharmacokinetics 3.2.2 Pharmacodynamics 3.2.3 Body weight 3.2.4 QTc prolongation 3.3 Clinical Pharmacology Questions 3.3.1 To what extent does the available clinical pharmacology information provide pivotal or supportive evidence of effectiveness? 3.3.2 Is the proposed dosing regimen appropriate for the general patient population for which the indication is being sought? 3.3.3 Is an alternative dosing regimen and/or management strategy required for subpopulations based on intrinsic factors? 3.3.4 Are there clinically relevant food-drug or drug-drug interactions and what is the appropriate management strategy?	505(b)2

*Rely on studies from reference drug. No need for duplicated study.

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Clinical phase I/II efficacy	Biolingus sponsors clinical trials of its sublingual diabetes drug candidates in patients with type 2 diabetes, with one of the main endpoints related to determining preliminary efficacy Status: planned	Ozempic FDA NDA 209637 clinical pharmacology biopharmaceutics review(s) 02/01/2017 (see above)
Clinical phase I/II efficacy, dose finding	Biolingus sponsors clinical trials of its sublingual diabetes drug candidates in patients with type 2 diabetes, with one of the main endpoints related to dose finding Status: planned	Ozempic FDA NDA 209637 clinical pharmacology biopharmaceutics review(s) 02/01/2017 (see above)	505(b)2
Clinical phase III efficacy	Biolingus sponsors a larger, well-powered clinical trial   in patients with type 2 diabetes, with the main endpoint related to efficacy Status: planned	Ozempic FDA NDA 209637 Medical Review 11/16/2017: 1.3. Benefit-Risk Assessment 2. Therapeutic Context 2.1. Analysis of Condition 2.2. Analysis of Current Treatment Options 4. Efficacy and Safety 4.3. Clinical Microbiology 4.4. Nonclinical Pharmacology/Toxicology 4.5. Clinical Pharmacology 4.6. Devices and Companion Diagnostic Issues 4.7. Consumer Study Reviews 5. Sources of Clinical Data and Review Strategy 5.1. Table of Clinical Studies 5.2. Review Strategy 6. Review of Relevant Individual Trials Used to Support Efficacy 6.1. Study 3623 – SUSTAIN 1 6.2. Study 3626 – SUSTAIN 2 6.3. Study 3624 – SUSTAIN 3 6.4. Study 3625 – SUSTAIN 4 6.5. Study 3627 – SUSTAIN 5 6.6. Study 3744 – SUSTAIN 6 7. Integrated Review of Effectiveness 7.1. Assessment of Efficacy Across Trials 7.1.1. Primary Endpoints 7.1.2. Secondary and Other Endpoints 7.1.3. Subpopulations 7.1.4. Dose and Dose-Response 7.1.5. Onset, Duration, and Durability of Efficacy Effects 7.2. Additional Efficacy Considerations 7.2.1. Considerations on Benefit in the Post market Setting 7.2.2. Other Relevant Benefits 7.3. Integrated Assessment of Effectiveness To be completed with at least 1 phase III study with Biolingus’ sublingual exenatide	505(b)2
Clinical safety database (usually more than 1’500 patients	Biolingus maintains long-term clinical safety database of its sublingual diabetes drug candidates Status: planned	Ozempic FDA NDA 209637 Medical Review 11/16/2017: 8. Review of Safety 8.1. Safety Review Approach 8.2. Review of the Safety Database 8.2.1. Overall Exposure 8.2.2. Relevant characteristics of the safety population: 8.2.3. Adequacy of the safety database: 8.3. Adequacy of Applicant’s Clinical Safety Assessments 8.3.1. Issues Regarding Data Integrity and Submission Quality 8.3.2. Categorization of Adverse Events 8.3.3. Routine Clinical Tests 8.4. Safety Results 8.4.1. Deaths 8.4.2. Serious Adverse Events 8.4.3. Dropouts and/or Discontinuations Due to Adverse Effects 8.4.4. Significant Adverse Events 8.4.5. Treatment Emergent Adverse Events and Adverse Reactions 8.4.6. Laboratory Findings 8.4.7. Vital Signs 8.4.8. Electrocardiograms (ECGs) 8.4.9. QT 8.4.10. Immunogenicity 8.5. Analysis of Submission-Specific Safety Issues 8.5.1. Cardiovascular Adverse Events 8.5.2. Diabetic Retinopathy 8.5.3. Diabetic Nephropathy.338 8.5.4. Acute renal Failure 8.5.5. Pancreatitis 8.5.6. Gallbladder-related Disorders 8.5.7. Neoplasms 8.5.8. Thyroid neoplasms 8.5.9. Hypoglycemia 8.5.10. Immunogenicity 8.6. 4 Month Safety Update 8.7. Safety Analyses by Demographic Subgroups 8.8. Specific Safety Studies/Clinical Trials 8.9. Additional Safety Explorations 8.9.1. Human Carcinogenicity or Tumor Development 8.9.2. Human Reproduction and Pregnancy 8.9.3. Pediatrics and Assessment of Effects on Growth 8.9.4. Overdose, Drug Abuse Potential, Withdrawal, and Rebound 8.9.5. Safety Concerns Identified Through Postmarket Experience 8.9.7. Additional Safety Issues From Other Disciplines 8.10. Integrated Assessment of Safety	505(b)2

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We will also seek to work on NCEs through partnerships with NCE inventors.

Through the date of this prospectus, all our comparison data have been obtained in animal models by our Contract Research Organizations (“CROs”). While clinical trial data will ultimately be required to determine the exact dose required for sublingual delivery to achieve an equivalent effect as subcutaneous injections, there is data that suggests that sublingual delivery of liraglutide and exenatide may be relatively more effective in humans than rodents.

Below is a table setting forth a discussion of development activities conducted since inception, the current development status of our product candidates and the indications we are targeting:

Product Candidate	Development Activities	Current Status	Indications
Liraglutide Sublingual	Development activities related to sublingual administration include: 1) a series of pharmacodynamic studies involving glucose tolerance tests in DIO mouse models performed at Wuxi Apptec to assess the glucose lowering effects of sublingual liraglutide; 2) pharmacokinetic/metabolism studies in mice performed at Wuxi Apptec to assess the plasma and tissue distribution of liraglutide following sublingual delivery; 3) and studies in rats at Wuxi Apptec to determine any local or systemic toxicity following repeated daily administration of sublingual liraglutide.	Phase 1b/2a clinical trial.	Type 2 diabetes and obesity.
Exenatide Sublingual	Development activities related to sublingual administration include: 1) a series of pharmacodynamic studies involving glucose tolerance tests in DIO mouse models performed at Wuxi Apptec to assess the glucose lowering effects of sublingual exenatide; 2) pharmacokinetic/metabolism studies in mice performed at Wuxi Apptec to assess the plasma and tissue distribution of exenatide following sublingual delivery; 3) and studies in rats at Wuxi Apptec to determine any local or systemic toxicity following repeated daily administration of sublingual exenatide.	Finalizing pre-clinical data package in preparation for phase 1b/2a clinical trial.	Type 2 diabetes and obesity.
Semaglutide Sublingual	Development activities related to sublingual administration include: 1) a series of pharmacodynamic studies involving glucose tolerance tests in DIO mouse models performed at Wuxi Apptec to assess the glucose lowering effects of sublingual semaglutide; 2) pharmacokinetic/metabolism studies in mice performed at Wuxi Apptec to assess the plasma and tissue distribution of semaglutide following sublingual delivery; 3) and studies in rats at Wuxi Apptec to determine any local or systemic toxicity following repeated daily administration of sublingual semaglutide.	Finalizing pre-clinical data package in preparation for phase 1b/2a clinical trial.	Type 2 diabetes and obesity.
Insulin+ Sublingual	Development activities related to sublingual administration include: 1) a series of pharmacodynamic studies involving glucose tolerance tests in DIO mouse models performed at Wuxi Apptec to assess the glucose lowering effects of sublingual insulin+; 2) pharmacokinetic/metabolism studies in mice performed at Wuxi Apptec to assess the plasma and tissue distribution of insulin+ following sublingual delivery; 3) and studies in rats at Wuxi Apptec to determine any local or systemic toxicity following repeated daily administration of sublingual insulin+.	Finalizing pre-clinical data package in preparation for phase 1b/2a clinical trial.	Type 2 diabetes.

Our Commercialization Strategy

Our strategy to commercialize our technology and products is the following. The commercialization strategy of our technology and products is two-fold:

A. License Core Products

For our core products such as Liraglutide Sublingual, our goal is to enter into development and commercial license agreements with major pharmaceutical companies. Ideally this will be done when a key value inflection point is reached i.e. after clinical phase Ib/IIa, or even better, after clinical phase IIb for a higher value.

Once the above licensing agreements are in place, phase III studies will likely be conducted and led by our licensing partners. No licensing partners have been identified so far.

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We foresee our challenge at this stage to be finding top-notch partners/licensees. The better the product profile and drug delivery efficiency is in humans, the easier it would be to find partners and negotiate better terms.

In the best-case scenario, the optimal human dose (non-inferiority with injections in clinical studies) corresponds to the best pre-clinical data we have for each product. At the base scenario, the optimal human dose is higher but still commercially viable. For the former, we assume commercial partners would want to enter into a licensing arrangement as early as possible (phase Ib/IIa) while in the base scenario, they would await phase IIb data.

We have conducted market research with the product profile of Exenatide Sublingual. The study was based on interviews with 34 endocrinologists and 26 diabetologists. One of the conclusions of this study was that sublingual exenatide “would replace the vast majority (80%) of the current (i.e. injectable) prescriptions if priced at the same level”. In other words, we expect that 80% of the patients who currently take the injectable forms would switch to an oral form of these products. The market study was performed in 2018 by an independent market research agency called Turqoise. The total number of doctors responded the survey is 60, of which 34 endocrinologists and 26 diabetologists (this is actually the number of respondents). The specific research objectives of the study were:

● Evaluate the current usage of exenatide amongst diabetologists and endocrinologists.

● Determine the key perceived advantages and disadvantages of exenatide and improvements that would increase its usage.

● Assess the perception of Product X based on its product profile and determine which of the product claims are most important.

● Conduct a pricing analysis to determine the potential market cannibalisation rate of existing exenatide use with the introduction of Product X.

The below profile is what was shown to respondents prior to answering questions about Product X:

● Product X is a once-daily oral (sublingual) presentation of the injectable GLP-1 agonist exenatide (Byetta, Bydureon).

● Product X has the same (or better) control of glycaemia in Type II DM, minimising the risk of hypoglycaemic or hyperglycaemic episodes.

● The sublingual delivery of Product X means that patients will adhere to treatment significantly better than the injectable form.

● Product X will be more effective at reducing HbA1c and weight than Sitagliptin (Januvia).

● Product X is associated with reductions in costs to the healthcare system across the board – from acquisition cost to healthcare staff resourcing.

One of the specific questions of this market study was, “If Product X was the same price as the exenatide you currently prescribe, what proportion of existing exenatide use would you expect to replace with Product X?”. The overall response of the question suggests approximately 80% of existing exenatide use would be replaced with Product X, which support our view that 80% of the patients who currently take the injectable forms would switch to an oral form of these products.

B. Technology Partnerships

We will license out our technology to be used with external partners for their own proprietary molecules. We anticipate that a typical collaboration will be in two stages:

(v) Feasibility Study

We work with the external partner to determine if our technology is beneficial to deliver our partner’s drug substance sublingually;

(vi) Technology License

In the event the feasibility study is successful, we will negotiate and enter into a technology license for the specific product(s).

Customers/Commercial Partners

In terms of “customers” or commercial partners, our strategy is to close license agreements with key companies at key value inflection points, which is after phase IIb (or phase IIa) clinical studies. These partners will be responsible for the phase III clinical development and the commercialization in the territories in which they have an exclusive license.

Typically, as part of the license agreement a “Joint Steering Committee” will be formed between the partner and BioLingus to define the strategy and tactical aspects of the clinical and commercial development of the product. So a License Agreement is not a handover from BioLingus to the partner, but is the start of a long term collaboration.

We anticipate that we shall have two to four license holders for each of our products. Each of them will have a particular license for a certain geographical territory. In general, large pharmaceuticals will try to have a worldwide exclusive licenses but we will strive to avoid this as we do not wish to be dependent on one partner. Further, being dependent on one partner will likely make us less competitive.

If we are not successful in having multiple license partners for one product, we will try to diversify the partners i.e. different partners for different products.

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Competition

Competition in General

Competition in the area of biomedical and pharmaceutical research and development is intense and significantly depends on scientific and technological factors. These factors include the availability of patent and other protection for technology and products, the ability to commercialize technological developments and the ability to obtain regulatory approval for testing, manufacturing and marketing. Our competitors include major pharmaceutical and specialized biotechnology companies, many of which have financial, technical and marketing resources significantly greater than ours. In addition, many biotechnology companies have formed collaborations with large, established companies to support research, development and commercialization of products that may be competitive with ours. Academic institutions, governmental agencies and other public and private research organizations are also conducting research activities and seeking patent protection and may commercialize products on their own or through joint ventures. We are aware of certain other products manufactured or under development by competitors that are used for the treatment of the diseases and health conditions that we have targeted for product development. We can provide no assurance that developments by others will not render our technology obsolete or noncompetitive, that we will be able to keep pace with new technological developments, or that our technology will be able to supplant established products and methodologies in the therapeutic areas that are targeted by us. The foregoing factors could have a material adverse effect on our business, prospects, financial condition and results of operations. These companies, as well as academic institutions, governmental agencies and private research organizations, also compete with us in recruiting and retaining highly qualified scientific personnel and consultants.

Competition within our sector is increasing, so we will encounter competition from existing firms that offer competitive solutions in diabetes and obesity treatment solutions. These competitive companies could develop products that are superior to, or have greater market acceptance, than the products being developed by us. We will have to compete against other biotechnology and pharmaceutical companies with greater market recognition and greater financial, marketing and other resources.

Our competition will be determined in part by the potential indications for which our technology is developed and ultimately approved by regulatory authorities. In addition, the first product to reach the market in a therapeutic or preventive area is often at a significant competitive advantage relative to later entrants to the market. Accordingly, the relative speed with which we, or our potential corporate partners, can develop products, complete the clinical trials and approval processes and supply commercial quantities of the products to the market are expected to be important competitive factors. Our competitive position will also depend on our ability to attract and retain qualified scientific and other personnel, develop effective proprietary products, develop and implement production and marketing plans, obtain and maintain patent protection and secure adequate capital resources. We expect our technology, if approved for sale, to compete primarily on the basis of product efficacy, safety, patient convenience, reliability, value and patent position.

Competition for Our Sublingual GLP-1 products

We anticipate our sublingual GLP-1 tablets to be competitive because of their expected efficacy and safety profile. Accordingly, we regard companies that research, manufacture and/or sell oral diabetes treatments to be our direct competitors. Based on our internal research, we believe Novo Nordisk and OraMed Pharmaceuticals to be our direct competitors. Other companies in this technology space include Chiasma Inc., EastGate Biotech, i2o Therapeutics and Enteris BioPharma.

Suppliers

Peptides are the drug substances and as such are the main “raw material” for our products. For the fiscal years ended April 30, 2022 and 2021, our main supplier of peptides is Bachem AG, a SIX Swiss Exchange listed company which specialized in the development and manufacture of peptides and oligonucleotides. For the fiscal years ended April 30, 2022 and 2021, the aggregate purchase amount of peptides from Bachem AG were approximately $18,400 and $0, respectively and accounted for approximately 73.4% and 0%, respectively of the total raw materials costs.

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We have not signed any long-term supply contracts with Bachem AG since (i) we believe that the peptides are readily available from other suppliers at similar prices, (ii) we do not foresee any immediate risk of shortage in supplies, and (iii) we will not need sizeable quantities of peptides until we reach phase III clinical studies. Notwithstanding this, we are screening other suppliers in order not to be dependent on one. Our main criterion for suppliers is that they should be able to supply the same quality of pharmaceuticals worldwide ideally from different factories. We intend to have contracts in place with at least two suppliers for each peptide as part of a risk mitigation strategy. Other excipients in the formulations are “Generally Recognized as Safe” (“GRAS”) by the FDA and are more widely available.

Intellectual Property

We believe a sound, proactive intellectual property (“IP”) strategy is crucial to our success. We aim to protect the four pillars of the BioLingus Platform:

● Equipment Design;

● Processes;

● Formulations;

● Products.

Aside from the more traditional know-how protection such as patent filings in multiple jurisdictions, including the United States and other commercially significant markets, we plan to keep “in-house” the first critical manufacturing steps either in our own plant or at one of our designated contract manufacturing organizations (“CMO”s) .

Our patent strategy consists of two different but mutually symbiotic approaches:

a. “Umbrella strategy”

The Umbrella Patent protects the basic elements of the equipment, process and formulations and is granted in major territories.

b. “Onion strategy”

The Onion Patent strategy applies to additional layers of patents, protecting more detailed elements, processes and products.

We also rely on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements.

Our policy is to require our employees, consultants, contractors, manufacturers, outside scientific collaborators and sponsored researchers, our board of directors, technical review board and other advisors, to execute confidentiality agreements upon the commencement of employment or consulting relationships with us. These agreements require that all confidential information developed or made known to the individual during the course of the individual’s relationship with us be kept confidential and not disclosed to third parties except in specific limited circumstances.

We also require signed confidentiality or material transfer agreements from any company that is to receive our confidential information. In the case of employees, consultants and contractors, the agreements provide that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of the Company.

Our present invention patent broadly relates to a process for preparing products comprising active components, and in particular biological materials, wherein the active components are stabilized. The invention further relates to compositions comprising the products, and in particular compositions comprising therapeutic biological materials.

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The claims defining the invention are as follows:

A process for preparing a product comprising at least one active component, the process comprising:

(i)	providing a coating liquid comprising at least one active component, a saccharide and a water-miscible solvent;
(ii)	providing particles comprising one or more water-soluble gel-forming compounds;
(iii)	fluidising the particles within a processing chamber of an apparatus in such a manner that the particles move in an upward direction within the chamber in a helical path;
(iv)	spraying the coating liquid onto the particles so as to provide coated particles;
(v)	allowing the coated particles to dry.

The status of our invention patent in various jurisdictions is as follows:

National patents/applications stemming from PCT/AU2011/000173

Title: “Process for preparing products comprising stabilized actives and compositions comprising same”

Earliest priority date: February 18, 2011

Owner	Jurisdiction	Patent Number	Relevant Product Candidate	Type of Patent Protection	Expiry Date of Patent
Biolingus IP LLC	Australia	2011323059	Liraglutide Sublingual, Exenatide Sublingual, Insulin+ Sublingual, Semaglutide Sublingual	Process	17-February-2031
Sai Ying Ko	Brazil*	BR112013020841-4		Process	17-February-2031
Biolingus IP LLC	Canada	2827432		Process	17-February-2031
Biolingus IP LLC	China	201180002271.5		Process	17-February-2031
Biolingus IP LLC	China (Divisional)	201610034638.6		Process	17-February-2031
Biolingus IP LLC	Europe Germany Denmark France United Kingdom Italy Switzerland	2675301		Process	17-February-2031
Biolingus IP LLC	Europe (Divisional) Germany France United Kingdom Italy Spain Switzerland Turkey	3381299		Process	17-February-2031
Biolingus IP LLC	India	349192		Process	17-February-2031
Sai Ying Ko	Indonesia*	IDP000042047		Process	17-February-2031
Biolingus IP LLC	Japan	5793578		Process	17-February-2031
Biolingus IP LLC	Japan (Divisional)	6169137		Process	17-February-2031
Biolingus IP LLC	Malaysia	MY-169648-A		Process	17-February-2031
Biolingus IP LLC	Mexico	359670		Process	17-February-2031
Biolingus IP LLC	Mexico (Divisional)	396722		Process	17-February-2031
Biolingus IP LLC	Republic of Korea	10-1796340		Process	17-February-2031
Biolingus IP LLC	Russia	2563685		Process	17-February-2031
Biolingus IP LLC	Russia (Divisional)	2702690		Process	17-February-2031
Biolingus IP LLC	United States	8951566		Process	17-February-2031
Biolingus IP LLC	United States (Continuation)	10369539		Process	17-February-2031

*Patent is currently under transfer.

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Research and Development

As we are a biotechnological company, we shall continue to conduct internal and external research and development to make our overall technology better and address new challenges. This may include exploring novel approaches to non-invasive delivery of drugs. This may lead to finding unique parameters for our equipment design, processes, formulations or products. In addition, we are open to inventions from others and may license or acquire IP and technology developed by other companies or research institutes. As at the date of this prospectus, our internal research and development team comprises seven individuals. For the fiscal years ended April 30, 2022 and 2021, our internal research and development expenses amounted to $91,318 and $44,957, respectively. They were $34,793 for the six months ended October 31, 2022.

We have entered into agreements with CROs to assist us in designing, conducting and managing our clinical trials for our products. In 2018, we entered into an agreement with Shanghai SynTheAll Pharmaceutical Co., Ltd, a subsidiary of WuXi AppTec Co., Ltd., for the development and production of our technology for use in our clinical trials and to support the future commercialization of the technology. This agreement remains in force for an initial term of five years and will, under mutual written agreement, renew for additional two years at the end of the initial term and every two years.

In 2020, we also entered into an agreement with The Chinese University of Hong Kong and to assist us in performing the on-going phase Ib/IIa, single ascending dose study of the safety, tolerability and preliminary efficacy of sublingual liraglutide.

For the fiscal years ended April 30, 2022 and 2021, the aggregate transaction amount for the services provided by these CROs was $174,239 and $315,508, respectively and accounted for approximately 65.6% and 87.5% of the total research and development expenses, respectively. For the six months ended October 31, 2022, these CRO expenses amounted to $17,011 and accounted for approximately 32.8% of the total research and development expenses.

Employees

As of the date of this prospectus, we, through our various subsidiaries, employ a total of 15 employees world-wide. None of our employees are covered by collective bargaining agreements.

The following table sets forth the breakdown of our key employees by activity.

Location	Entity	Department	Position	Employee
Switzerland	Biolingus IP GmbH	CEO Office Technology	Chief Executive Officer (CEO) Senior VP Pharmaceutical Development	Yves Decadt Guy Vergnault
HK SAR	BioLingus (Hong Kong) Limited	Clinical & Technology Management Clinical Development & Technology	Technical Advisor General Manager Chief Scientist	Sai Ying Thomas Ko Leslie Yu Ken Pang
Beijing	BioLingus Beijing	Technology Lab		Yufei Liu

Our success depends on our ability to attract, retain, and motivate qualified personnel. As part of our human resources strategy, we offer employees competitive salaries and performance-based cash bonuses, and we plan to offer an employee stock ownership plan (“ESOP”) and other incentives.

We enter into standard contracts and agreements regarding confidentiality, employment, codes of conduct and ethics, and non-competition with most of our executive officers, managers, and employees. These contracts typically include a non-competition provision effective during and up to one year after termination of their employment with us and a confidentiality provision effective during and up to one year after their employment with us. Our employees have not formed any employee union or association. We believe we maintain a good working relationship with our employees, and we have not experienced any difficulty in recruiting staff for our operations as of the date of this prospectus.

We have not experienced any significant disputes with our employees or any disruption to our operations due to labor disputes. In addition, we have not experienced any difficulties in recruiting and retaining experienced core staff or skilled personnel.

Our remuneration package includes salary and discretionary bonuses. In general, we determine employee salaries based on each employee’s qualifications, position, and seniority. We review our remuneration package annually.

Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.

Employee entitlements to sick leave and maternity leave are not recognized until the time of leave.

We and our subsidiaries all participate in various defined contribution retirement benefit plans that are available to all relevant employees. These plans are generally funded through payments to plans established by governments or trustee-administered funds. A defined contribution plan is a pension plan under which we pay contributions on a mandatory, contractual, or voluntary basis into a separate entity. We have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

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Facilities

We do not own any real property. A description of our leased real properties is set out below:

Location	Entity	Usage	Current Lease Period	Approximate area (square meters)	Rent
Grossmatt 6, CH6052 Hergiswil NW, Switzerland	Biolingus IP GmbH	Office	Since2014, renewable annually for an indefinite term unless terminated by either parties with two months’ notice.	20	CHF150 per month
Switzerland Innovation Park, Hegenheimermattweg, 167, CH-4123 Allschwil BL, Switzerland	Biolingus IP GmbH	Office	February 2020 – September 2021	40	CHF10,301 per month (exclude VAT)
Unit 1904, 19/F, Podium Plaza, 5 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong	BioLingus (Hong Kong) Limited	Registered Office	Since 2019	20	HK$2,700(November 2022 -October 2023) HK$2,500(November 2021 -October 2022) HK$1,667(March 2020 -October 2020)
Suite 1068/1070/1072, 10/F, Poly Plaza Office Building, No. 14 DongZhiMen South Street, DongCheng District, Beijing, China	BioLingus Beijing	Office	December 2020 – December 2022	131	RMB$49,333 per month (exclude VAT)
Suite 868, 8/F, Poly Plaza Office Building, No. 14 DongZhiMen South Street, DongCheng District, Beijing, China	BioLingus Beijing	Meeting Room	April 2022 – April 2024	32.9	RMB$12,390 per month (exclude VAT)
Room 106 /107, 1/F, Incubation Building 3, No. 11 Chaoqian Road, Science and Technology Park, Changping District, Beijing, China	BioLingus Beijing	Laboratory	January 2023 – December 2023	80	RMB$80,000 per year
Room B2133, 2/B, Poly Plaza Office Building, No. 14 DongZhiMen South Street, DongCheng District, Beijing, China	BioLingus Beijing	Parking	April 2022- April 2023	22	RMB$1,743 per month (exclude VAT)

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Insurance

As we are now in the research and development stage and have not begun commercialization of our products, we do not have any meaningful operational risks that require insurance. With regards to our leased offices, we are reliant on our landlords’ insurance coverage for any losses that may occur there.

Switzerland requires all citizens and residents to maintain a private healthcare plan. Additional medical insurance can be paid for by each person and/or by the employer. Biolingus IP GmbH provides and pays for mandatory employee insurance regarding other risks such as death, accidents and invalidity. In addition, it also provides for certain mandatory and may provide for optional pension plans for its employees.

In HK SAR, BioLingus (Hong Kong) Limited provides Employees’ Compensation Insurance and contributes to the Mandatory Provident Fund.

In the PRC, BioLingus Beijing provides Beijing Endowment insurance, medical insurance, unemployment insurance, employment injury insurance and maternity insurance to its employees and contributes to the Housing Provident Fund.

Litigation and Other Legal Proceedings

We are currently not involved in any material legal or arbitral proceedings. In the future, we may be involved in litigation, claims, and other proceedings arising in the ordinary course of business. As we routinely enter into business contracts with real estate agents, contractors, customers and other platform and industry participants, we may in the future be involved in legal proceedings arising from contract disputes. Such claims, litigations or other legal or administrative proceedings, even if without merit and regardless of the outcome, may result in substantial costs and diversion of management resources and attention. Litigation or other legal or administrative proceedings, if material, could result in unexpected expenses and liabilities, which could have a material adverse effect on our business, reputation, results of operations and financial condition.

REGULATIONS

All our products are subject to pharmaceutical regulations, both for the clinical development and for commercialization. In general we will have to follow the pharmaceutical regulations from the country or region in which we operate or where we do the clinical studies.

The Drug Development Process

Regulatory requirements for the approval of new drugs vary from one country to another. In order to obtain approval to market our drug portfolio, we need to go through a different regulatory process in each country in which we apply for such approval. In some cases, information gathered during the approval process in one country can be used as supporting information for the approval process in another country.

As a strategic decision, we decided to first explore the Food and Drug Administration (“FDA”) regulatory pathway, since the FDA is used by many countries as a benchmark for their own regulatory procedures. The following is a summary of the FDA’s requirements.

The FDA requires that pharmaceutical and certain other therapeutic products undergo significant clinical experimentation and clinical testing prior to their marketing or introduction to the general public. Clinical testing, also known as clinical trials or clinical studies, is either conducted internally by life science, pharmaceutical or biotechnology companies or is conducted on behalf of these companies by CROs.

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The process of conducting clinical studies is highly regulated by the FDA, as well as by other governmental and professional bodies. Below we describe the principal framework in which clinical studies are conducted, as well as describe a number of the parties involved in these studies.

Protocols. Before commencing human clinical studies, the sponsor of a new drug or therapeutic product must submit an IND application to the FDA. The application contains, among other documents, what is known in the industry as a protocol. A protocol is the blueprint for each drug study. The protocol sets forth, among other things, the following:

● Who must be recruited as qualified participants,

● How often to administer the drug or product,

● What tests to perform on the participants, and

● What dosage of the drug or amount of the product to give to the participants.

Institutional Review Board. An institutional review board is an independent committee of professionals and lay persons which reviews clinical research studies involving human beings and is required to adhere to guidelines issued by the FDA. The institutional review board does not report to the FDA, but its records are audited by the FDA. Its members are not appointed by the FDA. All clinical studies must be approved by an institutional review board. The institutional review board’s role is to protect the rights of the participants in the clinical studies. It approves the protocols to be used, the advertisements which the company or CRO conducting the study proposes to use to recruit participants, and the form of consent which the participants will be required to sign prior to their participation in the clinical studies.

Clinical Trials. Human clinical studies or testing of a potential product are generally done in three stages known as Phase I through Phase III testing. The names of the phases are derived from the regulations of the FDA. Generally, there are multiple studies conducted in each phase.

Phase I. Phase I studies involve testing a drug or product on a limited number of healthy or patient participants, typically 24 to 100 people at a time. Phase I studies determine a product’s basic safety and how the product is absorbed by, and eliminated from, the body. This phase lasts an average of six months to a year.

Phase II. Phase II trials involve testing of no more than 300 participants at a time who may suffer from the targeted disease or condition. Phase II testing typically lasts an average of one to two years. In Phase II, the drug is tested to determine its safety and effectiveness for treating a specific illness or condition. Phase II testing also involves determining acceptable dosage levels of the drug. Phase II studies may be split into Phase IIa and Phase IIb sub-studies. Phase IIa studies may be conducted with patient volunteers and are exploratory (non-pivotal) studies, typically designed to evaluate clinical efficacy or biological activity. Phase IIb studies are conducted with patients defined to evaluate definite dose range and evaluate efficacy. If Phase II studies show that a new drug has an acceptable range of safety risks and probable effectiveness, a company will generally continue to review the substance in Phase III studies.

Phase III. Phase III studies involve testing large numbers of participants, typically several hundred to several thousand persons. The purpose is to verify effectiveness and long-term safety on a large scale. These studies generally last two to three years. Phase III studies are conducted at multiple locations or sites. Like the other phases, Phase III requires the site to keep detailed records of data collected and procedures performed.

Phase IV. The FDA may require that the sponsor conduct additional clinical trials following new drug approval. The purpose of these trials, known as Phase IV studies, is to monitor long-term risks and benefits, study different dosage levels or evaluate safety and effectiveness. In recent years, the FDA has increased its reliance on these trials. Phase IV studies usually involve thousands of participants. Phase IV studies also may be initiated by the company sponsoring the new drug to gain broader market value for an approved drug.

* The number of patients above is an estimate for our own clinical trials.

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New Drug Application (NDA) and Biological License Application (BLA). The results of the clinical trials for a product obtained chemically are submitted to the FDA as part of an NDA and as part of a BLA for a biological product. Following the completion of Phase III (or pivotal) studies, assuming the sponsor of a potential product in the United States believes it has sufficient information to support the safety and effectiveness of its product, the sponsor will generally submit an NDA or BLA to the FDA requesting that the product be approved for marketing. The application is a comprehensive, multi-volume filing that includes the results of all clinical studies, information about the drug’s composition, manufacturing as well as non-clinical testing and the sponsor’s plans for producing, packaging and labeling the product. The FDA’s review of an application can take a few months to many years, with the average review lasting 18 months. Once approved, drugs and other products may be marketed in the United States, subject to any conditions imposed by the FDA.

Similar to the U.S., a European sponsor of product obtained chemically or a biological product may submit a Marketing Approval Application to the EMA for the registration of the product. The approval process in Europe consists of several stages, which together are summed up to 210 days from the time of submission of the application (net, without periods in which the sponsor provides answers to questions raised by the agency) following which, a Marketing Approval may be granted. During the approval process, the sponsor’s manufacturing facilities will be audited in order to assess Good Manufacturing Practice compliance.

The drug approval process is time-consuming, involves substantial expenditures of resources, and depends upon a number of factors, including the severity of the illness in question, the availability of alternative treatments, and the risks and benefits demonstrated in the clinical trials.

Other Regulations

Various federal, state and local laws, regulations, and recommendations relating to safe working conditions, laboratory practices, the experimental use of animals, the environment and the purchase, storage, movement, import, export, use, and disposal of hazardous or potentially hazardous substances, including radioactive compounds and infectious disease agents, used in connection with our research are applicable to our activities. They include, among others, the U.S. Atomic Energy Act, the Clean Air Act, the Clean Water Act, the Occupational Safety and Health Act, the National Environmental Policy Act, the Toxic Substances Control Act, and Resources Conservation and Recovery Act, national restrictions on technology transfer, import, export, and customs regulations, and other present and possible future local, state, or federal regulation. The compliance with these and other laws, regulations and recommendations can be time-consuming and involve substantial costs. In addition, the extent of governmental regulation which might result from future legislation or administrative action cannot be accurately predicted and may have a material adverse effect on our business, financial condition, results of operations and prospects.

MANAGEMENT

Set forth below is information concerning our directors and executive officers as of the date of this prospectus:

Directors and Executive Offices:	Age	Position / Title
Yves Decadt	56	Chief Executive Office and Chairman and director
Sai Ying Thomas Ko	77	Technical Advisor and director
Chun Pong Hui	38	Chief Financial Officer
Chi Kan Kwok	41	Independent Director Nominee*
Keith Hon Kee Lau	52	Independent Director Nominee*
Tuck Seng Low	64	Independent Director Nominee*

*Independent director nominees will assume their respective positions on the closing of the Offering and the successful listing of the Company’s Ordinary Shares on The Nasdaq Capital Market.

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The business address of the officers and directors is Grossmatt 6, CH-6052 Hergiswil NW, Switzerland.

Brief biographies of our executive officers and directors are provided below.

Executive Officers

Chief Executive Officer and Chairman

Yves Decadt is our co-founder, Chief Executive Officer and Chairman of the Board of Directors. Mr. Decadt has over 25 years of global pharmaceutical experience. Prior and in addition to this role, Mr. Decadt has held multiple senior level mandates such as CEO of Medimetrics (a Philips spin-out developing the first oral digital pill and a pioneer in “smart pharmaceuticals”), CEO of Stragen Pharma (a Swiss pharmaceutical group) and VP Business Development at SkyePharma. Before that, Mr. Decadt worked for 18 years at Johnson and Johnson, in different roles and countries. At Johnson & Johnson, he worked initially in a technical/scientific role and the last 10 years as in the Corporate Licensing & Business Development group, based subsequently in Belgium, USA and Switzerland. Mr. Decadt is also a senior advisor for investments in biotech investment funds and speaker/panel chair at biotech & innovation oriented conferences. One of his mandates was to develop the initial biotech strategy for the new futuristic city NEOM.

Mr. Decadt holds a Master’s Degree in Bio-Engineering, a Master’s Degree in industrial Business Administration (both from the University of Ghent in Belgium, both magna cum laude) and a Master’s Degree in Pharmacology and Pharmaceutical Medicine (from the Medical Faculty at the Free University of Brussels). He also followed an executive business leadership program at IMD in Lausanne, Switzerland. With BioLingus, he has won multiple awards, amongst others the 2022 “European Biotech company of the Year”, ‘Most Innovative Biotech Company’ from the European CEO Magazine as well as the 2020 ‘Gamechanger Award’ from the ACQ, recognizing organizations and individuals that have achieved outstanding innovative breakthrough. We believe Mr. Decadt’s extensive experience qualifies him to serve as our Chief Executive Officer and Chairman

Technical Advisor

Sai Ying Thomas Ko is our co-founder, Technical Advisor and a director. Mr. Ko is a graduate of the Faculty of Pharmacy and Pharmaceutical Sciences at Monash University, Melbourne, where he obtained his Bachelor’s Degree in pharmacy from the Victorian Institute of Colleges of Australia (which became a Monash faculty in 1990) in 1968. Mr. Ko is an internationally renowned specialist in drug formulation and sublingual drug delivery with 40 years of technical and commercial experience. He has specific expertise in the stabilization of peptides/ proteins – including exenatide, liraglutide, interleukin 2 and interferon alpha – as tablet formulations at room temperature and in their non-invasive delivery via the sublingual mucosa. In this way, the technology he has developed over the past few decades avoid having to deliver these peptides/ proteins via injection, which is their standard route of administration.

From 1971 to 2000, Mr. Ko served as the Founder and Managing Director of Vitapharm Pharmaceutical Pty. Ltd. From 2000 to 2005, Mr. Ko served as the Founder, CEO and Chairman of Vital Biotech Holdings Limited, which has successfully listed on the GEM board in the Hong Kong Stock Exchange in 2002. Mr. Ko was also nominated and shortlisted for a 2020 Advance Award, which celebrates international Australians and alumni, who are having an extraordinary impact on the global stage. Mr. Ko was awarded a prestigious Monash University Fellowship in 2020 in recognition of his distinguished service to pharmaceutical industry. We believe Mr. Ko’s extensive experience qualifies him to serve as our Technical Advisor.

Chief Financial Officer

Chun Pong Hui has served as our Chief Financial Officer since January 2023. Prior to joining BioLingus, Mr. Hui served as the director of Citylinkers Group, a professional firm in the areas of corporate finance, funding solutions, financial assurance, tax planning, corporate services and legal advisory services based in Hong Kong since January 2020. From 2013 to 2019, he served in Chiho Environmental Group Limited, one of the largest metal recycler globally listed in the Hong Kong Stock Exchange. Mr. Hui received a Bachelor of Art in Accounting & Finance from Dublin City University in 2007. We believe Mr. Hui’s extensive experience qualifies him to serve as our Chief Financial Officer.

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Independent Director Nominees

Chi Kan Kwok will serve as our Non-Executive Director. Mr. Kwok graduated with a Bachelor of Science in applied accounting degree from Oxford Brookes University in 2006. Mr. Kwok is a member of Hong Kong Institute of Certified Public Accountants since 2008. Mr. Kwok worked in H.T. Wong & Co. Limited, an accounting firm in Hong Kong, from April 2003 to January 2007. From January 2007 to June 2008, Mr. Kwok worked in Grant Thornton, an international accountants’ firm, as a senior accountant. Mr. Kwok subsequently was with the audit department of Hong Kong PricewaterhouseCoopers during July 2008 to February 2018 and was a senior manager before his departure. Since July 2018, Mr. Kwok has been the Chief Financial Officer and Company Secretary of Kato (Hong Kong) Holdings Limited, a company listed on the Stock Exchange of Hong Kong Limited (Stock code: 2189). He is responsible for the accounting and financial planning and management, as well as overall corporate secretarial matters. Since October 2018, Mr. Kwok is the Assurance Leader of Linksfield CPA Limited, an independent member firm of accountants in Hong Kong. We believe Mr. Kwok’s extensive experience qualifies him to serve as our independent Director.

Keith Hon Kee Lau will serve as our Non-Executive Director. Mr. Lau has more than 20 years of experience in pharmaceutical industry specializing in Corporate Financing, Company Secretarial and Corporate Governance. Mr. Lau was the Financial Controller and Company Secretary of Shandong Luoxin Pharmaceutical Group Stock Co, Ltd (Stock Code: 8058.HK), from March 2003 to December 2017; Independent Non-Executive Director and Audit Committee Chairman of Strong Petrochemical Holdings Limited (Stock Code: 0852.HK) from November 2008 to December 2011; Joint Company Secretary of Zhejiang Tengy Environmental Technology Co., Ltd. (Stock Code 1527.HK) from November 2014 to January 2018. Mr. Lau is currently holding as Independent Non-Executive Director and Audit Committee Chairman of Dafeng Port Heshun Technology Company Limited (Stock Code: 8310.HK) and Astrum Financial Holdings Limited (Stock Code: 8333.HK) since May 2016 and June 2016 respectively. Mr. Lau is also currently the Chief Financial Officer and Company Secretary of United Biopharma (Holdings) Co., Ltd, a Taiwan based protein drugs manufacturer. Mr. Lau obtained the Bachelor of Commerce from Australian National University in 1994 and Master of Professional Accounting from Hong Kong Polytechnic University in 2009. He is the Fellow Certified Practicing Accountant (“FCPA”) of CPA Australia and Fellow Certified Public Accountant (“FCPA”) of Hong Kong Institute of Certified Public Accountants. We believe Mr. Lau’s extensive experience qualifies him to serve as our independent Director.

Tuck Seng Low will serve as our Non-Executive Director. Mr. Low is an independent adviser with over 30 years of significant cross-border experience in financial and investment markets, primarily direct investment, real estate, private equity, venture capital, and investment banking (capital markets and corporate finance). Mr. Low began his career in the City of London in 1987 as a research analyst, where he became a leading individual analyst covering smaller companies and emerging industry sectors, and worked at two stockbroking firms. Mr. Low is an Executive Board Member of the Swiss-Asian Chamber of Commerce where he is also Co-chairman of the Chamber’s Singapore Committee and a Senior Adviser to South Pole in funds and platforms. Low is a Fellow of the Association of Chartered Certified Accountants and former Mentor and Chartered Fellow of the Chartered Institute for Securities and Investment, UK. We believe Mr. Low’s extensive experience qualifies him to serve as our independent Director.

Election of Officers

Our executive officers are appointed by, and serve at the discretion of, our board of directors.

Family Relationships

None of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

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Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K. Our directors and officers have not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Board of Directors

We expect our board of directors will consist of [ ] directors after completion of the Offering.

A director may, subject to any separate requirement for audit committee approval under applicable law, the Amended Memorandum and Articles (as amended from time to time) or the Nasdaq Stock Market Listing Rules, or disqualification by the chairman of the relevant board meeting, vote in respect of any contract or transaction in which he is interested, provided, however that the nature of the interest of any director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote on that matter. A disclosure to the directors or otherwise contained in the minutes of a meeting or a written resolution of the directors or any committee thereof of the nature of a director’s interest shall be sufficient disclosure and after such general notice, it shall not be necessary to give special notice relating to any particular transaction. A director may be counted for a quorum upon a motion in respect of any contract or arrangement which he shall make with our company, or in which he is so interested and may vote on such motion.

Board Committees

We established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. A copy of each of our committee charters is posted on our corporate investor relations website at http://www.biolingus.ch/ prior to our listing on the Nasdaq.

Committee members’ names and functions are provided below.

Audit Committee. We expect that on completion of the Offering, the audit committee will be comprised of Messrs. Chi Kan Kwok, Keith Hon Kee Lau and Tuck Seng Low with Mr. Chi Kan Kwok serving as chair. Our board of directors has determined that Mr. Chi Kan Kwok qualifies as an audit committee financial expert and has the required accounting or financial management expertise as defined under Item 407(d)(5) of Regulation S-K. We have also determined that Messrs. Chi Kan Kwok, Keith Hon Kee Lau, and Tuck Seng Low satisfy the “independence” requirements for purposes of serving on an audit committee under Rule 5605 of the Corporate Governance Rules of Nasdaq Stock Market and meet the independence standards under Rule 10A-3 under the Exchange Act. Our board of directors has also adopted a written charter for the audit committee which the audit committee reviews and reassesses for adequacy on an annual basis. A copy of the audit committee’s current charter is available at our corporate website.

Compensation Committee. We expect that upon completion of the Offering, the Compensation Committee will comprised of Messrs. Chi Kan Kwok, Keith Hon Kee Lau and Tuck Seng Low with Mr. Tuck Seng Low serving as chair. We have also determined that Messrs. Chi Kan Kwok, Keith Hon Kee Lau, and Tuck Seng Low satisfy the “independence” requirements of Rule 5605 of the Corporate Governance Rules of Nasdaq Stock Market. The compensation committee oversees the compensation of our Chief Executive Officer and our other executive officers and reviews our overall compensation policies for employees generally. If authorized by the board of directors, the committee may also serve as the granting and administrative committee under any option or other equity-based compensation plans which we may adopt. The compensation committee does not delegate its authority to fix compensation; however, as to officers who report to the Chief Executive Officer, the compensation committee consults with the Chief Executive Officer, who may make recommendations to the compensation committee. Any recommendations by the Chief Executive Officer are accompanied by an analysis of the basis for the recommendations. The committee will also discuss compensation policies for employees who are not officers with the chief executive officer and other responsible officers. A copy of the compensation committee’s current charter is available at our corporate website.

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Nominating and Corporate Governance Committee. We expect that upon completion of the Offering, the Nominating and Corporate Governance Committee will be comprised of Messrs. Chi Kan Kwok, Keith Hon Kee Lau, and Tuck Seng Low with Mr. Keith Hon Kee Lau serving as chair. We have also determined that Mr. Keith Hon Kee Lau satisfy the “independence” requirements of Rule 5605 of the Corporate Governance Rules of Nasdaq Stock Market. The nominating and corporate governance committee is involved in evaluating the desirability of and recommending to the board any changes in the size and composition of the board, evaluation of and successor planning for the chief executive officer and other executive officers. The qualifications of any candidate for director will be subject to the same extensive general and specific criteria applicable to director candidates generally. A copy of the nominating committee’s current charter is available at our corporate website.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. The Code of Business Conduct and Ethics is available at our corporate website at http://www.biolingus.ch/.

Duties of Directors

Under Cayman Islands law, our directors owe fiduciary duties to us, including a duty of loyalty, a duty to act honestly, and a duty to act in good faith in what they consider to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the skills they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association as may be amended from time to time. Our company has a right to seek damages against any director who breaches a duty owed to us.

The functions and powers of our board of directors include, among others:

● convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings;

● declaring dividends and distributions;

● appointing officers and determining the term of office of officers; and

● exercising the borrowing powers of our company and mortgaging the property of our company.

Qualification

There are no membership qualifications for directors. Further, there are no share ownership qualifications for directors. There are no other arrangements or understandings pursuant to which our directors are selected or nominated.

Terms of Directors and Officers

Our officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until their resignation, death or incapacity, or until their respective successors have been elected and qualified or until his or her office is otherwise vacated in accordance with our Amended Memorandum and Articles (as amended from time to time).

A director will also be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors, (ii) dies or is found to be or becomes of unsound mind, (iii) resigns his office by notice in writing, (iv) without special leave of absence from our board, is absent from meetings of our board for a continuous period of six months, or (v) is removed from office pursuant to any other provisions of our Amended Memorandum and Articles.

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Interested Transactions

Interested director transactions are governed by the terms of a company’s memorandum and articles of association.

A director may, subject to any separate requirement for audit committee approval under applicable law, the Amended Memorandum and Articles or the Nasdaq Stock Market Listing Rules, or disqualification by the chairman of the relevant board meeting, vote in respect of certain contract or transaction in which he or she is interested, provided that the nature of the interest of any directors in such contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter.

Limitation on Liability and Other Indemnification Matters

Cayman Islands law allows us to indemnify our directors, officers and auditors acting in relation to any of our affairs against actions, costs, charges, losses, damages and expenses incurred by reason of any act done or omitted in the execution of their duties as our directors, officers and auditors.

Under our Amended Memorandum and Articles, we may indemnify our directors and officers to, among other persons, our Directors and officers from and against all actions, costs, charges, losses, damages and expenses which they or any of them may incur or sustain by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain through their own fraud or dishonesty.

Employment Agreements with Named Executive Officers and Directors

We have entered into employment agreements with each of the named executive officers. Under these agreements, each of the named executive officers is employed and is entitled to receive annual salary plus other remuneration, pension insurance, medical insurance, maternity insurance work-related injury insurance, and other benefits pursuant to the relevant laws. We and the named executive officers may terminate the employment upon mutual agreement. The named executive officers may terminate the employment by giving three months advance written notice. We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, such as serious violation of the Company’s rules and regulations, gross neglect of duty and misconduct resulting in large economic losses to the Company, damaging the Company’s image through defamation or disseminating rumors about the Company or its employees outside the Company. We may also terminate the employment for cause, with three months advance written notice. The employment agreements will be terminated upon (1) mutual agreement, (2) the death of the named executive officers, (3) the bankruptcy of the Company pursuant to law, and (4) revocation of the Company’s business license, shutdown of the business pursuant to the order issued by the relevant authority, or earlier dissolution of the Company.

Each named executive officer has agreed -without our prior written consent or related mutual agreement - he/she shall not, directly or indirectly, hold any position in any other enterprises providing same or similar products or services.

Each named executive officer has agreed to be bound by non-competition restrictions during the term of his or her employment and for three months following termination of the employment. The executive officers are not allowed to contact our customers for business after termination of the employment and we have the right to bring legal action against them in the event of any losses so caused by their breach of said restrictions.

In addition, each named executive officer has agreed that the title to the intellectual property, including but not limited to patents and copyrights, created by him/her during the course of his or her employment, is vested in the Company. In exchange, the Company will compensate him/her based on the economic returns so derived.

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We have entered into confidentiality agreements with each of the named executive officers. Each named executive officer has agreed (1) not to inquire about trade secrets which are unrelated to the performance of his or her work; (2) not to disclose the trade secrets of the Company to any third party; (3) not to allow any third party to use or acquire the trade secrets of the Company, except as required in the performance of his or her duties in connection with the employment or pursuant to the instruction of the Company; (4) not to use the trade secrets of the Company for self-benefit; (5) to hold the trade secrets in strict confidence and report to the Company if the trade secrets are disclosed; and (6) to keep other confidential obligations.

Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law or the Company’s instruction, any of our trade secrets, the trade secrets of our business partners and customers received by us and for which we have confidential obligations.

We have entered into director agreements with each of our independent director appointees. Their appointments will be effective on the date of close of our Offering and the listing of our Ordinary Shares on The Nasdaq Capital Market. These agreements set forth the services to be provided and compensation to be received by our independent directors. Pursuant to these agreements, the directorship of our independent director appointees will last until the earlier of (i) the date on which the director ceases to be a member of our board of directors for any reason or (ii) the next annual meeting of shareholders if the director is not re-elected.

EXECUTIVE COMPENSATION

Our compensation committee approves our salaries and benefit policies. They determine the compensation to be paid to our executive officers based on our financial and operating performance and prospects, and contributions made by the officers to our success. Each of the named officers will be measured by a series of performance criteria by the board of directors or the compensation committee on a yearly basis. Such criteria will be set forth based on certain objective parameters such as job characteristics, required professionalism, management skills, interpersonal skills, related experience, personal performance and overall corporate performance.

Our board of directors has not adopted or established a formal policy or procedure for determining the amount of compensation paid to our executive officers. The board of directors will make an independent evaluation of appropriate compensation to key employees, with input from management. The board of directors has oversight of executive compensation plans, policies and programs.

Summary Compensation Table

The following table sets forth certain information with respect to compensation for the fiscal years ended April 30, 2022 and 2021 earned by or paid to our chief executive officer, technical advisor and chief financial officer (the “named executive officers”).

Name and Principal Position	Year	Fee earned or paid in Cash ($)	Base Compensation and bonus($)	Share Awards ($)	Option Awards($)	Non-equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred ($)	All Other Compensation ($)	Total ($)
Yves Decadt1, CEO	2022	—	—	—	—	—	—	—	—
	2021	—	—	—	—	—	—	—	—
Sai Ying Thomas Ko1, Technical Advisor	2022	—	—	—	—	—	—	—	—
	2021	—	—	—	—	—	—	—	—
Chun Pong Hui2, CFO*	2022	—	—	—	—	—	—	—	—
	2021	—	—	—	—	—	—	—	—

¹ Given we have been loss-making since our inception, both of our -founders and major shareholders, Yves Decadt and Sai Ying Thomas Ko, accepted nil compensation for both the fiscal years ended April 30, 2022 and 2021 for their positions as CEO and Technical Advisor, respectively. However, we shall adjust their compensation upon the successful listing of the Company’s shares on The Nasdaq Capital Market. We anticipate that post IPO Yves Decadt and Sai Ying Thomas Ko will receive a gross annual salary of around CHF 250,000 and HKD 1.2 million, respectively.

² Mr. Hui only joined the Company as CFO in January 2023.

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Compensation of Directors

For the fiscal years ended April 30, 2022 and 2021, no members of our board of directors received compensation in their capacity as directors.

Director Compensation — Non-Employee Directors

Historically, we have not paid our non-employee directors. We have agreed to pay our independent directors an annual cash retainer of $[ ] after the listing, subject to terms of the definitive agreements. We will also reimburse all directors for any out-of-pocket expenses incurred by them in connection with their services provided in such capacity. In addition, we may provide incentive grants of stock, options, or other securities convertible into or exchangeable for our securities.

RELATED PARTY TRANSACTIONS

In addition to the executive officer and director compensation arrangements discussed in “Executive Compensation,” below we describe transactions since incorporation, to which we have been a participant, in which the amount involved in the transaction is material to our Company and in which any of the following is a party: (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, our Company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of our Company that gives them significant influence over our Company, and close members of any such individual’s family; (d) key management personnel: that is, those persons having authority and responsibility for planning, directing and controlling the activities of our Company, including directors and senior management of companies and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.

The summary of amount due from and due to related parties as the following:

		April 30,
		2022		2021
Due from related party consist of the following:
BioLingus IP II GmbH	Amount due from related party	$	41,283	$	127,760
Due to related parties consist of the following:
Alpinium GmbH	Borrowings		22,863		24,348
Ko Chang, Wai Fong	Convertible loans		318,164		298,074
Hermsley Capital 1 Pty Ltd	Convertible loans		592,645		311,016
Sai Ying Thomas Ko	Due to a related party		3,052,841		3,017,099
Yves Jozef Gaby Decadt	Due to a related party		386,343		380,218
Didier Georges Marie Coquoz	Due to a related party		2,117		2,187
Leslie Yu	Due to a related party		311,374		105,563
Leslie Yu	Accrued salary		24,527		7,347
		$	4,710,874	$	4,145,852

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As of April 30, 2022 and 2021, the amount due from BioLingus IP II GmbH, a company controlled by Sai Ying Thomas Ko, Yves Decadt and Didier Coquoz, shareholders of the Company, is $41,283 and $127,760, respectively, and are unsecured, interest free and have no fixed terms of repayment.

As of April 30, 2022 and 2021, the amount due to Alpinium GmbH, a company controlled by Yves Decadt, is $22,863 and $24,348, respectively, and is interest-bearing at 0.25% per annum, unsecured and repayable on demand. Interest expense of $60 and $60 was recognized during the years ended April 30, 2022 and 2021, respectively.

On June 1, 2018, Ko Chang Wai Fong, the mother of Sai Ying Thomas Ko, agreed to purchase, for up to a principal amount of $256 thousand, loans convertible ordinary shares of the Company with an original 27 month maturity date. The loan bears an annual interest rate of five percent (5%) and has a conversion price per share equal 75% multiplied by the market price (as defined in the First Batch CL Agreements), representing a discount of 25%. On August 30, 2020, the loan was amended to provide that (i) the annual interest rate should be changed to eight percent (8%) applicable from August 30, 2020; and (ii) the loan shall be extended to an extended maturity date on July 30, 2023. Effective interest expense of $20,090 and $18,564 was recognized during the years ended April 30, 2022 and 2021, respectively.

On July 1, 2020, November 1, 2021 and April 22, 2022, Hermsley Capital 1 Pty Ltd, a company controlled by Sai Ying Thomas Ko’s son, Byron William Ko, agreed to purchase, for up to an aggregate principal amount of $555 thousand, loans convertible ordinary shares of the Company with an original 24 to 36 month maturity date. The loans bear an annual interest rate of eight percent (8%) and has a conversion price per share equal 75% multiplied by the market price (as defined in the Second Batch CL Agreements), representing a discount of 25%. Effective interest expense of $35,461 and $21,006 was recognized during the years ended April 30, 2022 and 2021, respectively.

As of April 30, 2022 and 2021, the amounts due to Sai Ying Thomas Ko, one of the directors and shareholders of the Company, are $3,052,841 and $3,017,099, respectively, and are unsecured, interest free and have no fixed terms of repayment.

As of April 30, 2022 and 2021, the amounts due to Yves Decadt, one of the directors and shareholders of the Company, are $386,343 and $380,218, respectively. The balances of $375,980 and $369,855 as of April 30, 2022 and 2021, respectively, are interest-bearing at 0.25% per annum, unsecured, and have no fixed terms of repayment. The remaining balances of $10,363 and $10,363 as of April 30, 2022 and 2021, respectively, are unsecured, interest free and have no fixed terms of repayment. Interest expense of $1,063 and $545 was recognized during the years ended April 30, 2022 and 2021, respectively.

As of April 30, 2022 and 2021, the amounts due to Didier Georges Marie Coquoz, one of the shareholders of the Company, are $2,117 and $2,187, respectively, and are unsecured, interest free and have no fixed terms of repayment.

As of April 30, 2022 and 2021, the amount due to Leslie Yu, one of the general manager of BioLingus Beijing, is $311,374 and $105,563, and the accrued salary due to Leslie Yu is $24,527 and $7,347, respectively, and are unsecured, interest free and have no fixed terms of repayment.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to beneficial ownership of our ordinary shares as of the date of the prospectus by:

● Each person who is known by us to beneficially own more than 5% of our issued and outstanding ordinary shares;

● Each of our directors, director nominees and named executive officers; and

● All directors and named executive officers as a group.

We are authorized to issue 20,000,000,000 Ordinary Shares of par value US$0.000001 each. The number and percentage of Ordinary Shares beneficially owned before the Offering are based on 10,000,000 Ordinary Shares issued and outstanding as of the date of this prospectus and 13,000,000 Ordinary Shares post-Offering.

Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of more than 5% of our ordinary shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of ordinary shares beneficially owned by a person listed below and the percentage ownership of such person, ordinary shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed issued and outstanding but are not deemed outstanding for computing the percentage ownership of any other person. None of our shareholders as of the date of this prospectus is a record holder in the United States. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all ordinary shares shown as beneficially owned by them. Unless otherwise indicated in the footnotes, the address for each principal shareholder is in the care of our Company at Grossmatt 6, CH-6052 Hergiswil NW, Switzerland.

As of the date of this prospectus, none of our issued and outstanding Ordinary Shares are held by record holders in the United States.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.

	Ordinary shares beneficially owned before this Offering					Ordinary shares beneficially  owned after this Offering
	Number		Percent (%)			Number		Percent (%)
Directors and Executive Officers:
Sai Ying Thomas Ko		3,895,000		38.95	%		3,895,000		29.96	%
Yves Decadt		3,895,000		38.95	%		3,895,000		29.96	%
Chun Pong Hui		-		-			-		-
Chi Kan Kwok		-		-			-		-
Keith Hon Kee Lau		-		-			-		-
Tuck Seng Low		-		-			-		-
Directors and Executive Officers as a group		7,790,000		77.90	%		7,790,000		59.92	%
5% Beneficial Owners :
Sai Ying Thomas Ko		3,895,000		38.95	%		3,895,000		29.96	%
Yves Decadt		3,895,000		38.95	%		3,895,000		29.96	%
Glorious Quintessence Limited1		1,800,000		18.00	%		1,800,000		13.85	%

* Assuming the Underwriter does not exercise the over-allotment option.

¹ Glorious Quintessence Limited is a limited liability company incorporated under the laws of British Virgin Islands wholly owned by Fortune Harbour Limited which is, in turn, managed by ZMF Asset Management Limited in its sole discretion and on behalf of its investors. Andrew Chan has voting and/or dispositive control over the shares held by Glorious Quintessence Limited.

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History of Shares

We were incorporated under the laws of the Cayman Islands on August 8, 2018 with the specific purpose of becoming the legal vehicle to go public in the U.S.

Set forth below is a tabular history of each issuance of shares from inception through present date:

Securities/Purchaser Ordinary shares	Date of Issuance	Number of Securities	Consideration
Ogier Global Subscriber (Cayman) Limited	August 8, 2018	1	US$0.01 per share
Yves Decadt	June 4, 2019	47.5	US$0.01 per share
Sai Ying Thomas Ko	June 4, 2019	46.5	US$0.01 per share
Didier Coquoz	November 10, 2019	5.0	US$0.01 per share
Yves Decadt	January 13, 2020	427.5	US$0.01 per share
Sai Ying Thomas Ko	January 13, 2020	427.5	US$0.01 per share
Didier Coquoz	January 13, 2020	45.0	US$0.01 per share

The Company was initially authorized to issue up to a maximum of 2,000,000 shares of US$0.01 par value each. After a 1: 10, 000 forward share split on February 22, 2023, the authorized capital is now 20,000,000,000 shares with a par value of $0.000001 per share.

All of the Ordinary Shares were issued in reliance upon (i) the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws, or (ii) the provisions of Regulation S promulgated under the Securities Act.

As of the date of this prospectus, our authorized share capital is US$20,000 divided into 20,000,000,000 Ordinary Shares of par value US0.000001 each. As of the date of this prospectus, there are 10,000,000 Ordinary Shares issued and outstanding.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.

DESCRIPTION OF ORDINARY SHARES

We are an exempted company with limited liability incorporated in the Cayman Islands and our corporate affairs are governed by our Amended Memorandum and Articles, the Companies Act (As Revised) of the Cayman Islands, which we refer to as the Companies Act or the Cayman Companies Act below, and the common law of the Cayman Islands.

Our Memorandum and Articles of Association

The following are summaries of the material provisions of our Amended Memorandum and Articles and the Cayman Companies Act, insofar as they relate to the material terms of our Ordinary Shares. They do not purport to be complete. Copies of our Amended Memorandum and Articles are filed or will be filed as an exhibit to the registration statement of which this prospectus is a part.

The following discussion primarily concerns Ordinary Shares and the rights of holders of Ordinary Shares.

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Ordinary Shares

All of our issued and outstanding ordinary shares are fully paid and non-assessable. Our Ordinary Shares are issued in registered form, and are issued when registered in our register of members. Unless the board of directors determine otherwise, each holder of our ordinary shares will not receive a certificate in respect of such Ordinary Shares. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Ordinary Shares. We may not issue shares or warrants to bearer.

As of the date of this prospectus, our authorized share capital is US$20,000 divided into 20,000,000,000 ordinary shares of par value US$0.000001 each. As of the date of this prospectus, there are 10,000,000 Ordinary Shares issued and outstanding. Subject to the provisions of the Cayman Companies Act and our articles regarding redemption and purchase of the shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued shares to such persons, at such times and on such terms and conditions as they may decide. The directors may deal with unissued shares either at a premium or at par, or with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise. No share may be issued at a discount except in accordance with the provisions of the Cayman Companies Act. The directors may refuse to accept any application for shares, and may accept any application in whole or in part, for any reason or for no reason.

At the completion of this Offering, there will be [•] Ordinary Shares issued and outstanding. Shares sold in this offering will be delivered against payment from the underwriters upon the closing of the offering in New York, New York, on or about [•].

Listing

We plan to apply to list our Ordinary Shares on The Nasdaq Capital Market under the symbol “ .” We cannot guarantee that we will be successful in listing on Nasdaq; however, we will not complete this offering unless we receive conditional approval letter.

Transfer Agent and Registrar

The transfer agent and registrar for the Ordinary Shares is [ ], at [ ].

Dividends

Subject to the provisions of the Cayman Companies Act and any rights attaching to any class or classes of shares under and in accordance with the articles:

● the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and

● our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors.

Subject to the requirements of the Cayman Companies Act regarding the application of a company’s share premium account and with the sanction of an ordinary resolution, dividends may also be declared and paid out of any share premium account. The directors when paying dividends to shareholders may make such payment either in cash or in specie.

Unless provided by the rights attached to a share, no dividend shall bear interest.

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Voting Rights

Subject to any rights or restrictions as to voting attached to any shares, unless any share carries special voting rights, on a show of hands every shareholder who is present in person and every person representing a shareholder by proxy shall have one vote per Ordinary Share. On a poll, every shareholder who is present in person and every person representing a shareholder by proxy shall have one vote for each share of which he or the person represented by proxy is the holder. In addition, all shareholders holding shares of a particular class are entitled to vote at a meeting of the holders of that class of shares. Votes may be given either personally or by proxy.

Variations of Rights of Shares

Whenever our capital is divided into different classes of shares, the rights attaching to any class of share (unless otherwise provided by the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class.

Unless the terms on which a class of shares was issued state otherwise, the rights conferred on the shareholder holding shares of any class shall not be deemed to be varied by the creation or issue of further shares ranking pari passu with the existing shares of that class.

Calls on Ordinary Shares and forfeiture of Ordinary Shares

Subject to the terms of allotment, the directors may make calls on the shareholders in respect of any monies unpaid on their shares including any premium and each shareholder shall (subject to receiving at least 14 clear days’ notice specifying when and where payment is to be made), pay to us the amount called on his shares. Shareholders registered as the joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share. If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or if no rate is fixed, at the rate of ten percent per annum. The directors may waive payment of the interest wholly or in part.

We have a first and paramount lien on all shares (whether fully paid up or not) registered in the name of a shareholder (whether solely or jointly with others). The lien is for all monies payable to us by the shareholder or the shareholder’s estate:

● either alone or jointly with any other person, whether or not that other person is a shareholder; and

● whether or not those monies are presently payable.

At any time, the directors may declare any share to be wholly or partly exempt from the lien on shares provisions of the articles.

We may sell, in such manner as the directors may determine, any share on which the sum in respect of which the lien exists is presently payable, if due notice that such sum is payable has been given (as prescribed by the articles) and, within 14 clear days of the date on which the notice is deemed to be given under the articles, such notice has not been complied with.

Unclaimed Dividend

A dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease to remain owing by, the company.

Forfeiture or Surrender of Shares

If a shareholder fails to pay any capital call, the directors may give to such shareholder not less than 14 clear days’ notice requiring payment and specifying the amount unpaid including any interest which may have accrued, any expenses which have been incurred by us due to that person’s default and the place where payment is to be made. The notice shall also contain a warning that if the notice is not complied with, the shares in respect of which the call is made will be liable to be forfeited.

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If such notice is not complied with, the directors may, before the payment required by the notice has been received, resolve that any share the subject of that notice be forfeited (which forfeiture shall include all dividends or other monies payable in respect of the forfeited share and not paid before such forfeiture).

A forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the directors think fit.

A person whose shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares, but shall, notwithstanding such forfeiture, remain liable to pay to us all monies which at the date of forfeiture were payable by him to us in respect of the shares, together with all expenses and interest from the date of forfeiture or surrender until payment, but his liability shall cease if and when we receive payment in full of the unpaid amount.

A declaration, whether statutory or under oath, made by a director or the secretary shall be conclusive evidence that the person making the declaration is our director or secretary and that the particular shares have been forfeited or surrendered on a particular date.

Share Premium Account

The directors shall establish a share premium account and shall carry the credit of such account from time to time to a sum equal to the amount or value of the premium paid on the issue of any share or capital contributed or such other amounts required by the Cayman Companies Act.

Redemption, Repurchase and Surrender of Ordinary Shares

Subject to the Cayman Companies Act and any rights for the time being conferred on the shareholders holding a particular class of shares, we may by action of our directors:

● issue shares that are to be redeemed or liable to be redeemed, at our option or the shareholder holding those redeemable shares, on the terms and in the manner our directors determine before the issue of those shares;

● with the consent by special resolution of the shareholders holding shares of a particular class, vary the rights attaching to that class of shares so as to provide that those shares are to be redeemed or are liable to be redeemed at our option on the terms and in the manner which the directors determine at the time of such variation; and

● purchase all or any of our own shares of any class including any redeemable shares on the terms and in the manner which the directors determine at the time of such purchase.

We may make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Cayman Companies Act, including out of any combination of capital, our profits and the proceeds of a fresh issue of shares.

When making a payment in respect of the redemption or purchase of shares, the directors may make the payment in cash or in specie (or partly in one and partly in the other) if so authorized by the terms of the allotment of those shares or by the terms applying to those shares, or otherwise by agreement with the shareholder holding those shares.

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Transfer of Shares

Subject to any applicable requirements set forth in the Articles and provided that a transfer of Ordinary Shares complies with applicable rules of the Nasdaq Capital Market, a shareholder may transfer Ordinary Shares to another person by completing an instrument of transfer in a common form or in a form prescribed by Nasdaq or in any other form approved by the directors, executed:

● where the ordinary shares are fully paid, by or on behalf of that shareholder; and

● where the ordinary shares are partly paid, by or on behalf of that shareholder and the transferee.

The transferor shall be deemed to remain the holder of an Ordinary Share until the name of the transferee is entered into our register of members.

Where the Ordinary Shares in question are not listed on or subject to the rules of the Nasdaq Capital Market, our board of directors may, in its absolute discretion, decline to register any transfer of any Ordinary Share that has not been fully paid up or is subject to a company lien. Our board of directors may also decline to register any transfer of such Ordinary Share unless:

● the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

● the instrument of transfer is in respect of only one class of ordinary shares;

● the instrument of transfer is properly stamped, if required;

● the Ordinary Share transferred is fully paid and free of any lien in favor of us;

● any fee related to the transfer has been paid to us; and

● the transfer is not more than four joint holders.

If our directors refuse to register a transfer, they are required, within three months after the date on which the instrument of transfer was lodged, to send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and our register of members closed at such times and for such periods as our board of directors may, in their absolute discretion, from time to time determine. The registration of transfers, however, may not be suspended, and the register may not be closed for more than 30 days in any year.

Changes in Capital

Subject to the Cayman Companies Act, our shareholders may from time to time by an ordinary resolution:

● increase our share capital by new shares of the amount fixed by that ordinary resolution and with the attached rights, priorities and privileges set out in that ordinary resolution;

● consolidate and divide all or any of our share capital into shares of larger amount than our existing shares;

● convert all or any of our paid-up shares into stock, and reconvert that stock into paid up shares of any denomination;

● subdivide our shares, or any of them, into shares of a smaller amount than that fixed, so, however that in the subdivision, the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and

● cancel any shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled or, in the case of shares without nominal par value, diminish the number of shares into which our capital is divided.

Subject to the Cayman Companies Act and to any rights for the time being conferred on the shareholders holding a particular class of shares, our shareholders may, by special resolution, reduce its share capital and any capital redemption reserve in any manner authorized by law.

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Inspection of Books and Records

Holders of our Ordinary Shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records (other than the memorandum and articles of association, the register of mortgages and charges and any special resolutions passed by shareholders). Under Cayman Islands law, the names of our current directors can be obtained from a search conducted at the Registrar of Companies in the Cayman Islands.

General Meetings

As a Cayman Islands exempted company, we are not obligated by the Cayman Companies Act to call shareholders’ annual general meetings; accordingly, we may, but shall not be obliged to, in each year hold a general meeting as an annual general meeting. Any annual general meeting held shall be held at such time and place as may be determined by our board of directors. All general meetings other than annual general meetings shall be called extraordinary general meetings.

The directors may convene general meetings whenever they think fit. General meetings shall also be convened on the written requisition of one or more of the shareholders entitled to attend and vote at our general meetings who (together) hold not less than ten percent of the rights to vote at such general meeting in accordance with the notice provisions in the articles, specifying the purpose of the meeting and signed by each of the shareholders making the requisition. If the directors do not convene such meeting within 21 clear days’ from the date of receipt of the written requisition, those shareholders who requested the meeting or any of them may convene the general meeting themselves within three months after the end of such period of 21 clear days in which case reasonable expenses incurred by them as a result of the directors failing to convene a meeting shall be reimbursed by us.

At least 14 clear days’ notice of an extraordinary general meeting and 21 clear days’ notice of an annual general meeting shall be given to shareholders entitled to attend and vote at such meeting. The notice shall specify the place, the day and the hour of the meeting and the general nature of that business. In addition, if a resolution is proposed as a special resolution, the text of that resolution shall be given to all shareholders. Notice of every general meeting shall also be given to the directors and our auditors.

Subject to the Cayman Companies Act and with the consent of the shareholders who, individually or collectively, hold at least 90 percent of the voting rights of all those who have a right to vote at a general meeting, a general meeting may be convened on shorter notice.

A quorum shall consist of the presence (whether in person or represented by proxy) of one or more shareholders holding shares that represent not less than one-third of the outstanding shares carrying the right to vote at such general meeting.

If, within 15 minutes from the time appointed for the general meeting, or at any time during the meeting, a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be cancelled. In any other case it shall stand adjourned to the same time and place for seven days or to such other time or place as is determined by the directors.

The chairman may, with the consent of a meeting at which a quorum is present, adjourn the meeting. When a meeting is adjourned for more than seven clear days, notice of the adjourned meeting shall be given in accordance with the articles.

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before, or on, the declaration of the result of the show of hands) demanded by the chairman of the meeting or by at least two shareholders having the right to vote on the resolutions or one or more shareholders present who together hold not less than ten percent of the voting rights of all those who are entitled to vote on the resolution. Unless a poll is so demanded, a declaration by the chairman as to the result of a resolution and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the outcome of a show of hands, without proof of the number or proportion of the votes recorded in favor of, or against, that resolution.

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If a poll is duly demanded it shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall not be entitled to a second or casting vote.

Directors

We may by ordinary resolution, from time to time, fix the maximum and minimum number of directors to be appointed. Under the articles, we are required to have a minimum of one director and the maximum number of Directors shall be unlimited.

A director may be appointed by ordinary resolution or by the directors. Any appointment may be to fill a vacancy or as an additional director.

Unless the remuneration of the directors is determined by the shareholders by ordinary resolution, the directors shall be entitled to such remuneration as the directors may determine.

The shareholding qualification for directors may be fixed by our shareholders by ordinary resolution and unless and until so fixed no share qualification shall be required.

A director may be removed by ordinary resolution.

A director may at any time resign from office by giving us notice in writing. Unless the notice specifies a different date, the director shall be deemed to have resigned on the date that the notice is delivered to us.

Subject to the provisions of the articles, the office of a director may be terminated forthwith if:

● he is prohibited by the law of the Cayman Islands from acting as a director;

● he is made bankrupt or makes an arrangement or composition with his creditors generally;

● he resigns his office by notice to us;

● he only held office as a director for a fixed term and such term expires;

● in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director;

● he is given notice by the majority of the other directors (not being less than two in number) to vacate office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such director);

● he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or

● without the consent of the other directors, he is absent from meetings of directors for continuous period of six months.

Each of the compensation committee and the nominating and corporate governance committee shall consist of at least three directors and the majority of the committee members shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq listing rules. The audit committee shall consist of at least three directors, all of whom shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq listing rules and will meet the criteria for independence set forth in Rule 10A-3 or Rule 10C-1 of the Exchange Act.

Powers and Duties of Directors

Subject to the provisions of the Cayman Companies Act and our Amended Memorandum and Articles, our business shall be managed by the directors, who may exercise all our powers. No prior act of the directors shall be invalidated by any subsequent alteration of our memorandum or articles. To the extent allowed by the Cayman Companies Act, however, shareholders may by special resolution validate any prior or future act of the directors which would otherwise be in breach of their duties.

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The directors may delegate any of their powers to any committee consisting of one or more persons who need not be shareholders and may include non-directors so long as the majority of those persons are directors; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors. Upon the initial closing of this offering, our board of directors will have established an audit committee, compensation committee, and nomination and corporate governance committee.

The board of directors may establish any local or divisional board of directors or agency and delegate to it its powers and authorities (with power to sub-delegate) for managing any of our affairs whether in the Cayman Islands or elsewhere and may appoint any persons to be members of a local or divisional board of directors, or to be managers or agents, and may fix their remuneration.

The directors may from time to time and at any time by power of attorney or in any other manner they determine appoint any person, either generally or in respect of any specific matter, to be our agent with or without authority for that person to delegate all or any of that person’s powers.

The directors may from time to time and at any time by power of attorney or in any other manner they determine appoint any person, whether nominated directly or indirectly by the directors, to be our attorney or our authorized signatory and for such period and subject to such conditions as they may think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under the articles.

The board of directors may remove any person so appointed and may revoke or vary the delegation.

The directors may exercise all of our powers to borrow money and to mortgage or charge its undertaking, property and assets both present and future and uncalled capital or any part thereof, to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of ours or our parent undertaking (if any) or any subsidiary undertaking of us or of any third party.

A director shall not, as a director, vote in respect of any contract, transaction, arrangement or proposal in which he has an interest which (together with any interest of any person connected with him) is a material interest (otherwise than by virtue of his interests, direct or indirect, in shares or debentures or other securities of, or otherwise in or through, us) and if he shall do so his vote shall not be counted, nor in relation thereto shall he be counted in the quorum present at the meeting, but (in the absence of some other material interest than is mentioned below) none of these prohibitions shall apply to:

(a)	the giving of any security, guarantee or indemnity in respect of:
(i)	money lent or obligations incurred by him or by any other person for our benefit or any of our subsidiaries; or
(ii)	a debt or obligation of ours or any of our subsidiaries for which the director himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;
(b)	where we or any of our subsidiaries is offering securities in which offer the director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which the director is to or may participate;
(c)	any contract, transaction, arrangement or proposal affecting any other body corporate in which he is interested, directly or indirectly and whether as an officer, shareholder, creditor or otherwise howsoever, provided that he (together with persons connected with him) does not to his knowledge hold an interest representing one percent or more of any class of the equity share capital of such body corporate (or of any third body corporate through which his interest is derived) or of the voting rights available to shareholders of the relevant body corporate;

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(d)	any act or thing done or to be done in respect of any arrangement for the benefit of the employees of us or any of our subsidiaries under which he is not accorded as a director any privilege or advantage not generally accorded to the employees to whom such arrangement relates; or
(e)	any matter connected with the purchase or maintenance for any director of insurance against any liability or (to the extent permitted by the Cayman Companies Act) indemnities in favor of directors, the funding of expenditure by one or more directors in defending proceedings against him or them or the doing of anything to enable such director or directors to avoid incurring such expenditure.

A director may, as a director, vote (and be counted in the quorum) in respect of any contract, transaction, arrangement or proposal in which he has an interest which is not a material interest or as described above.

Capitalization of Profits

The directors may resolve to capitalize:

● any part of our profits not required for paying any preferential dividend (whether or not those profits are available for distribution); or

● any sum standing to the credit of our share premium account or capital redemption reserve, if any.

The amount resolved to be capitalized must be appropriated to the shareholders who would have been entitled to it had it been distributed by way of dividend and in the same proportions.

Liquidation Rights

If we are wound up, the shareholders may, subject to the articles and any other sanction required by the Cayman Companies Act, pass a special resolution allowing the liquidator to do either or both of the following:

● to divide in specie among the shareholders the whole or any part of our assets and, for that purpose, to value any assets and to determine how the division shall be carried out as between the shareholders or different classes of shareholders; and

● to vest the whole or any part of the assets in trustees for the benefit of shareholders and those liable to contribute to the winding up.

The directors have the authority to present a petition for our winding up to the Grand Court of the Cayman Islands on our behalf without the sanction of a resolution passed at a general meeting.

Exempted Company

We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:

● is not required to open its register of members for inspection;

● does not have to hold an annual general meeting;

● may issue negotiable or bearer shares or shares with no par value;

● may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

● may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

● may register as a limited duration company; and

● may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of the company (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).

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Summary of Certain Significant Provisions of Cayman Islands Law

Differences in Corporate Law

The Cayman Companies Act is derived, to a large extent, from the older Companies Acts of England and Wales but does not follow recent United Kingdom statutory enactments, and accordingly there are significant differences between the Cayman Companies Act and the current Companies Act of England. In addition, the Cayman Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Cayman Companies Act applicable to us and the comparable laws applicable to companies incorporated in the State of Delaware in the United States.

	Delaware	Cayman Islands
Title of Organizational Documents	Certificate of Incorporation and Bylaws	Certificate of Incorporation and Memorandum and Articles of Association
Duties of Directors	Under Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its shareholders. The duty of care requires that directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of care also requires that directors exercise care in overseeing and investigating the conduct of the corporation’s employees. The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner which the director reasonably believes to be in the best interests of the shareholders.	As a matter of Cayman Islands law, a director of a Cayman Islands company owes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Cayman Companies Act imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified, however the courts of the Cayman Islands have held that a director owes the following fiduciary duties (a) a duty to act in what the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes they were conferred, (c) a duty to avoid fettering his or her discretion in the future and (d) a duty to avoid conflicts of interest and of duty. The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure compliance with our Amended Memorandum and Articles, as amended and restated from time to time. We have the right to seek damages where certain duties owed by any of our directors are breached.
Limitations on Personal Liability of Directors	Subject to the limitations described below, a certificate of incorporation may provide for the elimination or limitation of the personal liability of a director to the corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director. Such provision cannot limit liability for breach of loyalty, bad faith, intentional misconduct, unlawful payment of dividends or unlawful share purchase or redemption. In addition, the certificate of incorporation cannot limit liability for any act or omission occurring prior to the date when such provision becomes effective.	The Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

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Indemnification of Directors, Officers, Agents, and Others	A corporation has the power to indemnify any director, officer, employee, or agent of corporation who was, is, or is threatened to be made a party who acted in good faith and in a manner he believed to be in the best interests of the corporation, and if with respect to a criminal proceeding, had no reasonable cause to believe his conduct would be unlawful, against amounts actually and reasonably incurred.	Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against the consequences of committing a crime, or against the indemnified person’s own fraud or dishonesty. Our Amended Memorandum and Articles provide to the extent permitted by law, we shall indemnify each existing or former secretary, director (including alternate director), and any of our other officers (including an investment adviser or an administrator or liquidator) and their personal representatives against: (a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate director), secretary or officer in or about the conduct of our business or affairs or in the execution or discharge of the existing or former director (including alternate director), secretary’s or officer’s duties, powers, authorities or discretions; and (b) without limitation to paragraph (a) above, all costs, expenses, losses or liabilities incurred by the existing or former director (including alternate director), secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning us or our affairs in any court or tribunal, whether in the Cayman Islands or elsewhere. No such existing or former director (including alternate director), secretary or officer, however, shall be indemnified in respect of any matter arising out of his own actual fraud, willful default or willful neglect.
		To the extent permitted by law, we may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former director (including alternate director), secretary or any of our officers in respect of any matter identified in above on condition that the director (including alternate director), secretary or officer must repay the amount paid by us to the extent that it is ultimately found not liable to indemnify the director (including alternate director), the secretary or that officer for those legal costs.
Interested Directors	Under Delaware law, a transaction in which a director who has an interest in such transaction would not be voidable if (i) the material facts as to such interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum, (ii) such material facts are disclosed or are known to the shareholders entitled to vote on such transaction and the transaction is specifically approved in good faith by vote of the shareholders, or (iii) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified. Under Delaware law, a director could be held liable for any transaction in which such director derived an improper personal benefit.	Interested director transactions are governed by the terms of a company’s memorandum and articles of association.

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Voting Requirements	The certificate of incorporation may include a provision requiring supermajority approval by the directors or shareholders for any corporate action. In addition, under Delaware law, certain business combinations involving interested shareholders require approval by a supermajority of the non-interested shareholders.	For the protection of shareholders, certain matters must be approved by special resolution of the shareholders as a matter of Cayman Islands law, including alteration of the memorandum or articles of association, appointment of inspectors to examine company affairs, reduction of share capital (subject, in relevant circumstances, to court approval), change of name, authorization of a plan of merger or transfer by way of continuation to another jurisdiction or consolidation or voluntary winding up of the company. Cayman Companies Act requires that a special resolution be passed by a majority of at least two-thirds or such higher percentage as set forth in the memorandum and articles of association, of shareholders being entitled to vote and do vote in person or by proxy at a general meeting, or by unanimous written consent of shareholders entitled to vote at a general meeting. Cayman Companies Act defines “special resolutions” only. A company’s memorandum and articles of association can therefore tailor the definition of “ordinary resolutions” as a whole, or with respect to specific provisions.
Voting for Directors	Under Delaware law, unless otherwise specified in the certificate of incorporation or bylaws of the corporation, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.	Director election is governed by the terms of the memorandum and articles of association.
Cumulative Voting	No cumulative voting for the election of directors unless so provided in the certificate of incorporation.	There are no prohibitions in relation to cumulative voting under the Cayman Companies Act but our Amended Memorandum and Articles do not provide for cumulative voting.
Directors’ Powers Regarding Bylaws	The certificate of incorporation may grant the directors the power to adopt, amend or repeal bylaws.	The memorandum and articles of association may only be amended by a special resolution of the shareholders.
Nomination and Removal of Directors and Filling Vacancies on Board	Shareholders may generally nominate directors if they comply with advance notice provisions and other procedural requirements in company bylaws. Holders of a majority of the shares may remove a director with or without cause, except in certain cases involving a classified board or if the company uses cumulative voting. Unless otherwise provided for in the certificate of incorporation, directorship vacancies are filled by a majority of the directors elected or then in office.	Nomination and removal of directors and filling of board vacancies are governed by the terms of the memorandum and articles of association.

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Mergers and Similar Arrangements	Under Delaware law, with certain exceptions, a merger, consolidation, exchange or sale of all or substantially all the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. Under Delaware law, a shareholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction. Delaware law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90% of each class of capital stock without a vote by shareholders of such subsidiary. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.	The Cayman Companies Act provides for the merger or consolidation of two or more companies into a single entity. The legislation makes a distinction between a “consolidation” and a “merger.” In a consolidation, a new entity is formed from the combination of each participating company, and the separate consolidating parties, as a consequence, cease to exist and are each stricken by the Registrar of Companies. In a merger, one company remains as the surviving entity, having in effect absorbed the other merging parties that are then stricken and cease to exist. Two or more Cayman-registered companies may merge or consolidate. Cayman-registered companies may also merge or consolidate with foreign companies provided that the laws of the foreign jurisdiction permit such merger or consolidation. Under the Cayman Companies Act, a plan of merger or consolidation shall be authorized by each constituent company by way of (i) a special resolution of the members of each such constituent company; and (ii) such other authorization, if any, as may be specified in such constituent company’s memorandum and articles of association. A merger between a Cayman Islands parent company and its Cayman Islands subsidiary or subsidiaries does not require authorization by a resolution of shareholders. For this purpose, a subsidiary is a company of which at least 90% of the issued shares entitled to vote are owned by the parent company. The consent of each holder of a fixed or floating security interest of a constituent company is required unless this requirement is waived by a court in the Cayman Islands. Except in certain limited circumstances, a dissenting shareholder of a Cayman Islands constituent company is entitled to payment of the fair value of his or her shares upon dissenting from a merger or consolidation. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.
		In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by seventy-five percent (75%) in value of the shareholders or class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that: (a) the statutory provisions as to the required majority vote have been met; (b) the shareholders have been fairly represented at the meeting in question ; (c) the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and (d) the arrangement is not one that would more properly be sanctioned under some other provision of the Cayman Companies Act or that would amount to a “fraud on the minority”.
		When a takeover offer is made and accepted by holders of not less than 90% of the shares affected within four months the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

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		If an arrangement and reconstruction is thus approved, or if a takeover offer is made and accepted, a dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.
Shareholder Suits	Class actions and derivative actions generally are available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court generally has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.	In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when: • a company acts or proposes to act illegally or ultra vires; • the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and • those who control the company are perpetrating a “fraud on the minority.
Inspection of Corporate Records	Under Delaware law, shareholders of a Delaware corporation have the right during normal business hours to inspect for any proper purpose, and to obtain copies of list(s) of shareholders and other books and records of the corporation and its subsidiaries, if any, to the extent the books and records of such subsidiaries are available to the corporation.	Shareholders of a Cayman Islands exempted company have no general right under Cayman Islands law to inspect or obtain copies of a list of shareholders or other corporate records (other than the memorandum and articles of association, any special resolutions passed by such companies, and the registers of mortgages and charges of such companies) of the company. However, these rights may be provided in the company’s memorandum and articles of association.

Shareholder Proposals Unless provided in the corporation’s certificate of incorporation or bylaws, Delaware law does not include a provision restricting the manner in which shareholders may bring business before a meeting. The Cayman Companies Act does not provide shareholders with any right to bring business before a meeting or requisition a general meeting. However, these rights may be provided in the company’s memorandum and articles of association

Approval of Corporate Matters by Written Consent	Delaware law permits shareholders to take action by written consent signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of shareholders.	The Cayman Companies Act allows a special resolution to be passed in writing if signed by all the voting shareholders (if authorized by the memorandum and articles of association).
Calling of Special Shareholders Meetings	Delaware law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or bylaws to call a special meeting of shareholders.	The Cayman Companies Act does not have provisions governing the proceedings of shareholders meetings which are usually provided in the memorandum and articles of association.
Dissolution; Winding Up	Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board of directors.	Under the Cayman Companies Act and our Amended Memorandum and Articles, the Company may be wound up by a special resolution of our shareholders, or if the winding up is initiated by our board of directors, by either a special resolution of our members or, if our company is unable to pay its debts as they fall due, by an ordinary resolution of our members. In addition, a company may be wound up by an order of the courts of the Cayman Islands. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this Offering, there has not been a public market for our Ordinary Shares. We plan to apply to list our Ordinary Shares on The Nasdaq Capital Market under the symbol “       ”. Future sales of substantial amounts of our Ordinary Shares in the public market after our initial public offering, or the possibility of these sales occurring, could cause the prevailing market price for our Ordinary Shares to fall or impair our ability to raise equity capital in the future. Upon completion of this Offering, we will have issued and outstanding Ordinary Shares held by public shareholders representing approximately 25% of our Ordinary Shares in issue.

All of the Ordinary Shares sold in this Offering will be freely transferable by persons other than our affiliates without restriction or further registration under the Securities Act.

Rule 144

All of our Ordinary Shares issued outstanding prior to this Offering are “restricted securities” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective prospectus under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act.

In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale and who has beneficially owned our restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell an unlimited number of the restricted securities without registration under the Securities Act, subject to the availability of current public information about us, and will be entitled to sell restricted securities beneficially owned for at least one year without restriction.

Persons who are our affiliates (including persons beneficially owning 10% or more of our issued and outstanding shares) and have beneficially owned our restricted securities for at least six months may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:

● 1% of the then-issued and outstanding ordinary shares of the same class, which will equal approximately 240,000 Ordinary Shares immediately after this Offering, assuming the sales of all of the Ordinary Shares we are offering; and

● the average weekly trading volume of our ordinary shares of the same class on The Nasdaq Capital Market during the four calendar weeks preceding the date on which notice of the sale on Form 144 is filed with the SEC.

Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us.

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Rule 701

Beginning 90 days after we became a reporting company, persons other than affiliates who purchased ordinary shares under a written compensatory plan or other written agreement executed prior to the completion of this offering may be entitled to sell such shares in the United States in reliance on Rule 701 under the Securities Act, or Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144.

Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 subject only to its manner-of-sale requirements. However, the Rule 701 shares would remain subject to any applicable lock-up arrangements and would only become eligible for sale when the lock-up period expires, if any.

Regulation S

Regulation S provides generally that sales made in offshore transactions are not subject to the registration or prospectus-delivery requirements of the Securities Act.

TAXATION

The following summary of material Cayman Islands, Swiss, the PRC, HK SAR, Australian and United States federal income tax consequences of an investment in our Ordinary Shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our Ordinary Shares, such as the tax consequences under state, local and other tax laws.

Unless otherwise noted in the following discussion, this section is the opinion of Sichenzia Ross Ference LLP, our U.S. Tax counsel, insofar as it relates to legal conclusions with respect to matters of U.S. federal income tax law, and of VISCHER AG, our Swiss counsel, insofar as it relates to legal conclusions with respect to matters of Swiss Taxation below, and of King & Wood Mallesons, our Australian counsel, insofar as it relates to legal conclusions with respect to matters of Australian taxation below.

The following brief description applies only to U.S. Holders (defined below) that hold Ordinary Shares as capital assets and that have the U.S. dollar as their functional currency. This brief description is based on the federal income tax laws of the United States in effect as of the date of this prospectus and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this prospectus, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below. This description does not deal with all possible tax consequences relating to an investment in our Ordinary Shares or U.S. tax laws, other than the U.S. federal income tax laws, such as the tax consequences under non U.S. tax laws, state, local and other tax laws.

The brief description below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of Ordinary Share and you are, for U.S. federal income tax purposes,

● an individual who is a citizen or resident of the United States;

● a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia;

● an estate whose income is subject to U.S. federal income taxation regardless of its source; or

● a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

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Cayman Islands

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010 but is otherwise not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Ordinary Shares, nor will gains derived from the disposal of our Ordinary Shares be subject to Cayman Islands income or corporate tax.

The Cayman Islands enacted the International Tax Co-operation (Economic Substance) Act (2021 Revision) together with the Guidance Notes published by the Cayman Islands Tax Information Authority from time to time. The Company is required to comply with the economic substance requirements from July 1, 2019 and make an annual report in the Cayman Islands as to whether or not it is carrying on any relevant activities and if it is, it must satisfy an economic substance test.

Switzerland (Swiss Taxation)

The following summary does not purport to address all tax consequences of the Offering, the acquisition, the ownership and sale or other disposition of Ordinary Shares and does not take into account the specific circumstances of any particular investor. This summary is based on the tax laws, regulations and regulatory practices of Switzerland as in effect on the date hereof, which are subject to change (or subject to changes in interpretation), possibly with retroactive effect. This is not a complete analysis of the potential tax effects relevant to a decision to invest in Ordinary Shares nor does the following summary take into account or discuss the tax laws of any jurisdiction other than Switzerland. It also does not take into account investors’ individual circumstances. This summary does not purport to be a legal opinion or to address all tax aspects that may be relevant to any particular holder of Ordinary Shares.

Current and prospective shareholders are advised to consult their own tax advisers in light of their particular circumstances as to the Swiss tax laws, regulations and regulatory practices that could be relevant for them in connection with the Offering, the acquiring, owning and selling or otherwise disposing of Ordinary Shares and receiving dividends and similar cash or in kind distributions on Ordinary Shares (including dividends on liquidation proceeds and stock dividends) or distributions on Ordinary Shares based upon a share capital reduction (Nennwertrückzahlungen) or reserves paid out of capital contributions (Reserven aus Kapitaleinlagen) and the consequences thereof under the tax laws, regulations and regulatory practices of Switzerland.

Swiss Federal, Cantonal and Communal Individual Income Tax and Corporate Income Tax

Non-Resident Shareholders

Shareholders who are not resident in Switzerland for tax purposes, and who, during the relevant taxation year, have not engaged in a trade or business carried on through a permanent establishment or fixed place of business situated in Switzerland for tax purposes (all such shareholders, hereinafter, for the purposes of this section “Non-Resident Shareholders”), will not be subject to any Swiss federal, cantonal and communal income tax on dividends and similar cash or in-kind distributions on Ordinary Shares (including liquidation proceeds and stock dividends and pecuniary benefits) (hereinafter, for the purposes of this section “Swiss taxation”, “Dividends”), distributions based upon a capital reduction on Ordinary Shares (Nennwertrückzahlungen) and distributions paid out of reserves from capital contributions (Reserven aus Kapitaleinlagen), or capital gains realized on the sale or other disposition of Ordinary Shares (see, however, “—Swiss federal withholding tax” beginning on page 133 for a summary of Swiss federal withholding tax on Dividends).

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Resident Private Shareholders

Swiss resident individuals who hold their Ordinary Shares as private assets are required to include Dividends, but not distributions based upon a capital reduction (Nennwertrückzahlungen) and distributions paid out of qualifying reserves from capital contributions (Reserven aus Kapitaleinlagen), in their personal income tax return and are subject to Swiss federal, cantonal and communal income tax on any net taxable income for the relevant taxation period, including the Dividends, but not the distributions based upon a capital reduction (Nennwertrückzahlungen) and the distributions paid out of qualifying reserves from capital contributions (Reserven aus Kapitaleinlagen). Furthermore, the Swiss federal income tax on Dividends is currently reduced to 70% of regular taxation (Teilbesteuerung), if the investment amounts to at least 10% of the total share capital of the issuer. On cantonal and communal level, the same provisions regarding partial taxation apply, with income reduced to between 50% and 80% depending on the canton of residency. With respect to capital gains resulting from the sale or other disposition of Ordinary Shares see – “Other Swiss taxes on Capital Gains upon Disposal of Ordinary Shares” beginning on page 132 for a summary of Swiss federal, cantonal and communal individual income tax on capital gains for Resident Private Shareholders (the shareholders referred to in this paragraph, hereinafter, for the purposes of this section “Swiss taxation”, as “Resident Private Shareholders”). See “—Domestic Commercial Shareholders” beginning on page 126 for a summary of the taxation treatment applicable to Swiss resident individuals who, for income tax purposes, are classified as “professional securities dealers”.

Domestic Commercial Shareholders

Corporate and individual shareholders who are resident in Switzerland for tax purposes, and corporate and individual shareholders who are not resident in Switzerland, and who, in each case, hold their Ordinary Shares as part of a trade or business carried on in Switzerland, in the case of corporate and individual shareholders not resident in Switzerland, through a permanent establishment or fixed place of business situated, for tax purposes, in Switzerland, are required to recognize Dividends, distributions based upon a capital reduction (Nennwertrückzahlungen) and distributions paid out of reserves from capital contributions (Reserven aus Kapitaleinlagen) and capital gains or losses realized on the sale or other disposition of Ordinary Shares in their income statement for the relevant taxation period and are subject to Swiss federal, cantonal and communal individual or corporate income tax, as the case may be, on any net taxable earnings for such taxation period. The same taxation treatment also applies to Swiss-resident private individuals who, for income tax purposes, are classified as “professional securities dealers” for reasons of, inter alia, frequent dealing, or leveraged investments, in shares and other securities (the shareholders referred to in this paragraph, hereinafter for the purposes of this section “Swiss taxation”, as “Domestic Commercial Shareholders”). Domestic Commercial Shareholders who are corporate taxpayers may be eligible for dividend relief (Beteiligungsabzug) in respect of Dividends and distributions based upon a capital reduction (Nennwertrückzahlungen) and distributions paid out of reserves from capital contributions (Reserven aus Kapitaleinlagen) if the Ordinary Shares held by them as part of a Swiss business have an aggregate market value of at least CHF 1 million or a shareholding of at least 10% in the total nominal share capital or give entitlement to at least 10% of the total profit and reserves of the Company. For Domestic Commercial Shareholders who are individual taxpayers, the Swiss federal individual income tax on Dividends is reduced to 70% of regular taxation (Teilbesteuerung), if the investment is held in connection with the conduct of a trade or business or qualifies as an opted business asset (gewillkürtes Geschäftsvermögen) according to Swiss tax law and amounts to at least 10% of the total share capital of the Company. On cantonal and communal level, the same provisions regarding partial taxation apply, with income reduced to between 50% and 80% depending on the canton of residency.

Swiss Cantonal and Communal Private Wealth Tax and Capital Tax

Non-Resident Shareholders

Non-Resident Shareholders are not subject to Swiss cantonal and communal private wealth tax or capital tax.

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Resident Private Shareholders and Domestic Commercial Shareholders

Resident Private Shareholders and Domestic Commercial Shareholders who are individuals are required to report their Ordinary Shares as part of their private wealth or their Swiss business assets, as the case may be, and will be subject to Swiss cantonal and communal private wealth tax on any net taxable wealth (including Ordinary Shares), in the case of Domestic Commercial Shareholders to the extent the aggregate taxable wealth is allocable to Switzerland. Domestic Commercial Shareholders who are corporate taxpayers are subject to Swiss cantonal and communal capital tax on taxable capital to the extent the aggregate taxable capital is allocable to Switzerland.

Swiss Federal Withholding Tax

Dividends that the Company pays on the Ordinary Shares are generally subject to Swiss federal withholding tax (Verrechnungssteuer) at a rate of 35% on the gross amount of the Dividend. The Company is required to withhold the Swiss federal withholding tax from the Dividend and remit it to the Swiss Federal Tax Administration. Distributions based upon a share capital reduction (Nennwertrückzahlungen) and distributions paid out from qualifying reserves from capital contributions (Reserven aus Kapitaleinlagen) are not subject to Swiss federal withholding tax.

The Swiss federal withholding tax on a Dividend will be refundable or creditable in full to a Resident Private Shareholder and to a Domestic Commercial Shareholder, who, in each case, inter alia, as a condition to a refund or credit, duly reports the Dividend in its individual income tax return as income or recognizes the Dividend in its income statement as earnings, as applicable.

Non-Resident Shareholders may be entitled to a total or partial refund of the Swiss federal withholding tax if the country in which such recipient resides for tax purposes maintains a bilateral or multilateral treaty for the avoidance of double taxation with Switzerland (“Tax Treaty”) and further conditions of such Tax Treaty are met. Non-Resident Shareholders should be aware that the procedures for claiming treaty benefits (and the time required for obtaining a refund) may differ from country to country. Non-Resident Shareholders should consult their own legal, financial or tax advisors regarding receipt, ownership, purchases, sale or other dispositions of Ordinary Shares and the procedures for claiming a refund of the Swiss federal withholding tax.

Swiss Federal Stamp Taxes

The Company will be subject to and pay to the Swiss Federal Tax Administration a 1% Swiss federal issuance stamp duty (Emissionsabgabe) on the consideration received by it for the issuance of the newly created Ordinary Shares less certain costs incurred in connection with the issuance. The issuance and the delivery of the newly created Ordinary Shares to the initial shareholders at the Offer Price is not subject to Swiss federal securities turnover duty (Umsatzabgabe).

Any other purchases or sales of Ordinary Shares, whether by Resident Private Shareholders, Domestic Commercial Shareholders or Non-Resident Shareholders, may be subject to the Swiss federal securities turnover duty at a current rate of up to 0.15%, calculated on the purchase price or the sale proceeds, respectively, if (i) such transfer occurs through or with a Swiss or Liechtenstein bank or by or with involvement of a Swiss securities dealer as defined in the Swiss federal stamp tax act and (ii) no exemption applies.

The following categories of foreign institutional investors that are subject to regulations similar to that imposed by Swiss federal supervisory authorities are exempt from their portion (50%, i.e., 0.075%) of the Swiss federal securities turnover duty: foreign states and central banks, social security institutions, pension funds, collective investment schemes, certain life insurance companies and certain quoted non-Swiss quoted companies and their non-Swiss consolidated group companies. In addition, Swiss or foreign collective investment schemes as defined in the Swiss Collective Investment Law are also exempt from their portion of the Swiss federal securities turnover duty.

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Other Swiss taxes on Capital Gains upon Disposal of Ordinary Shares

Resident Private Shareholders

Resident Private Shareholders who hold Ordinary Shares as part of their private assets (Privatvermögen) are generally not subject to Swiss federal, cantonal and communal taxes with respect to capital gains realized upon the sale or other disposal of Ordinary Shares, and conversely, capital losses are not tax deductible, unless such Resident Private Shareholders are qualified as professional securities dealers (Wertschriftenhändler) for income tax purposes in which case capital gains are taxable and capital losses tax deductible. Under certain circumstances, share sale proceeds of a private individual may be recharacterized into (in certain cases partially) taxable investment income. Upon a repurchase of Ordinary Shares by the Company, the portion of the repurchase price in excess of the nominal amount and the qualifying reserves from capital contributions (Reserven aus Kapitaleinlagen) may be classified as (in certain cases partially) taxable investment income if the Share repurchase constitutes a partial liquidation.

Domestic Commercial Shareholders

Capital gains realized by Domestic Commercial Shareholders who are individual taxpayers (including capital gains realized by individuals, who, for income tax purposes, are classified as professional securities dealers) are subject to income taxation and social security contributions.

For Domestic Commercial Shareholders who are individual taxpayers the Swiss federal individual income tax on a gain realized upon the disposal of Ordinary Shares is currently reduced to 70% of regular taxation (Teilbesteuerung), if (i) the investment is held in connection with the conduct of a trade or business or qualifies as an opted business asset (gewillkürtes Geschäftsvermögen) according to Swiss tax law, (ii) the sold shares reflect an interest in the total share capital of the Company of at least 10% and (iii) were held for at least one year. On cantonal and communal level, the same provisions regarding partial taxation apply, with income reduced to between 50% and 80% depending on the canton of residency.

Capital gains upon the sale or other disposal of Shares realized by corporations resident in Switzerland for tax purposes or foreign corporations holding Shares as part of a Swiss permanent establishment are generally subject to ordinary profit taxation. A Swiss corporation or cooperative, or non-Swiss corporation or cooperative holding Shares as part of a Swiss permanent establishment, may, under certain circumstances, benefit from taxation relief on capital gains realized upon the disposal of Ordinary Shares (Beteiligungsabzug), provided such Ordinary Shares were held for at least one year and the shareholder disposes of at least 10% of the total share capital or 10% of the total profit and reserves, respectively. In case of staggered sales, subsequent sales can be less than 10% of the total nominal share capital in order to qualify for the participation relief, provided the total remaining shareholding represents less than 10% of the total share capital or the profit and reserves, respectively, and the fair market value of the Ordinary Shares held as per the previous financial year-end prior to this sale amounts to at least 1 million Swiss francs.

Gift and Inheritance Taxes

The transfer of Ordinary Shares may be subject to cantonal and/or communal gift, estate or inheritance taxes if the donor is, or the deceased was, resident for tax purposes in a Swiss canton levying such taxes.

Automatic Exchange of Information

On November 19, 2014, Switzerland signed the Multilateral Competent Authority Agreement. The Multilateral Competent Authority Agreement is intended to ensure the uniform implementation of Automatic Exchange of Information (the “AEOI”). The Swiss Federal Act on the International Automatic Exchange of Information in Tax Matters (the “AEOI Act”) entered into force on January 1, 2017. The AEOI Act is the legal basis for the implementation of the AEOI standard in Switzerland.

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The AEOI is being introduced in Switzerland through bilateral agreements or multilateral agreements. The agreements have been, and will be, concluded on the basis of guaranteed reciprocity, compliance with the principle of specialty (i.e., the information exchanged may only be used to assess and levy taxes (and for criminal tax proceedings)) and adequate data protection.

Based on such multilateral and bilateral agreements and the implementing laws of Switzerland, Switzerland collects data in respect of financial assets, which may include Ordinary Shares, held in, and income derived thereon and credited to, accounts or deposits with a paying agent in Switzerland for the benefit of individuals resident in an EU member state or in a treaty state since 2017, and exchanges it since 2018. Switzerland has signed and is expected to sign AEOI agreements with other countries. A list of such agreements of Switzerland in effect or signed and becoming effective can be found on the website of the State Secretariat for International Finance.

Swiss Facilitation of the Implementation of the U.S. Foreign Account Tax Compliance Act

Switzerland has concluded an intergovernmental agreement with the United States to facilitate the implementation of U.S. Foreign Account Tax Compliance Act. The agreement ensures that the accounts held by U.S. persons with Swiss financial institutions are disclosed to the U.S. tax authorities either with the consent of the account holder or by means of group requests within the scope of administrative assistance. Information will not be transferred automatically in the absence of consent, but instead will be exchanged only within the scope of administrative assistance on the basis of the double taxation agreement between the United States and Switzerland. On September 20, 2019, the protocol of amendment to the double taxation treaty between Switzerland and the U.S. entered into force allowing the U.S. competent authority in accordance with the information reported in aggregated form to request all the information on U.S. accounts without a declaration of consent and on non-consenting non-participating financial institutions.

On October 8, 2014, the Swiss Federal Council approved a mandate for negotiations with the United States on changing the current direct-notification-based regime to a regime where the relevant information is sent to the Swiss Federal Tax Administration, which in turn provides the information to the U.S. tax authorities.

THE SWISS TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A U.S. HOLDER PARTICULAR SITUATION. U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF OFFERING, THE OWNERSHIP AND DISPOSITION OF OFFERED SHARES INCLUDING THE TAX CONSEQUENCES UNDER NON-SWISS, AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN SWISS OR OTHER TAX LAWS.

People’s Republic of China

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with a “de facto management body” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control over and overall management of the business, productions, personnel, accounts and properties of an enterprise. In April 2009, the State Administration of Taxation issued a circular, known as Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

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On March 17, 2017, the State Tax Administration promulgated the “Administrative Measures for Adjustment of Special Tax Investigation and Mutual Consultation Procedures” (State Administration of Tax Practice Announcement No.6, 2017), which came into force on May 1, 2017), which provides that tax authorities have implemented special tax adjustment monitoring and management for enterprises through related declaration review, contemporaneous data management, profit level monitoring and other means. If an enterprise is found to have special tax adjustment risks, the tax authorities may serve a “Notice” to remind such enterprise of the tax risks. If an enterprise receives a special tax adjustment risk alert or finds that it has a special tax adjustment risk, it may adjust the supplementary tax on its own. If the enterprise adjusts the supplementary tax by itself, the tax authorities may still carry out special tax investigation and adjustment in accordance with the relevant provisions. If an enterprise requires the tax authorities to confirm the special tax adjustment matters, such as the pricing principles and methods of related party transactions, the tax authorities shall initiate the special tax investigation procedures. It also stipulates that if the principle of independent transactions is not met, tax authorities may implement a special tax adjustment in the full amount of the amount deducted before tax under the following circumstances:

(1)	The enterprise and its affiliated parties transfer or accept the right to use intangible assets that do not bring economic benefits and collect or pay royalties;
(2)	The enterprise pays royalties to related parties that only own intangible assets but do not contribute to their value;
(3)	An enterprise establishes a holding company or a financing company overseas for the main purpose of financing and listing, and pays royalties to overseas affiliated parties only for the incidental benefits arising from the financing and listing activities;
(4)	The taxable income or income amount of the enterprise or its affiliated party is reduced because the payment or collection of the price of the labor service transaction between the enterprise and its affiliated party does not meet the principle of independent transactions; and
(5)	The enterprise pays fees to overseas related parties that fail to perform their functions, bear risks and have no substantial business activities.

Although we believe all our related party transactions, including all payments by our PRC subsidiary to our non-PRC entities, are made on an arm’s-length basis and our estimates are reasonable, the ultimate decisions by the relevant tax authorities may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.

We believe that none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. We do not believe that BioLingus (Cayman) Limited meets all of the conditions above. BioLingus (Cayman) Limited is a company incorporated outside the PRC. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets are located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside the PRC. For the same reasons, we believe our other entities outside of China are not PRC resident enterprises either. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” There can be no assurance that the PRC government will ultimately take a view that is consistent with us.

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However, if the PRC tax authorities determine that BioLingus (Cayman) Limited is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 20% withholding tax from dividends we pay to our shareholders that are non-resident enterprises. In addition, non-resident enterprise shareholders may be subject to a 10% PRC tax on gains realized on the sale or other disposition of Ordinary Shares, if such income is treated as sourced from within the PRC. It is unclear whether our non-PRC individual shareholders would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it is also unclear whether non-PRC shareholders of BioLingus (Cayman) Limited would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that BioLingus (Cayman) Limited is treated as a PRC resident enterprise.

Provided that BioLingus (Cayman) Limited is not deemed to be a PRC resident enterprise, holders of our Ordinary Shares who are not PRC residents will not be subject to PRC income tax on dividends distributed by us or gains realized from the sale or other disposition of our shares. However, under Announcement of the State Administration of Taxation on Several Issues Relating to Enterprise Income Tax on Transfer of Assets between Non-resident Enterprises (the “SAT Circular 7”), where a non-resident enterprise conducts an “indirect transfer” by transferring taxable assets, including, in particular, equity interests in a PRC resident enterprise, indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, or the transferee or the PRC entity which directly owned such taxable assets may report to the relevant tax authority such indirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. We and our non-PRC resident investors may be at risk of being required to file a return and being taxed under SAT Circular 7, and we may be required to expend valuable resources to comply with SAT Circular 7, or to establish that we should not be taxed under these circulars.

HK SAR Taxation

The following brief description of HK SAR laws is designed to highlight the enterprise-level taxation on our earnings, which will affect the amount of dividends, if any, we are ultimately able to pay to our shareholders. See “Dividend Policy.”

Taxes

No tax is imposed in HK SAR in respect of capital gains from the sale of capital assets, such as our Ordinary Shares. Hence, there is no withholding tax on capital gains from sale of our Ordinary Shares. However, revenue gains from the sale of assets by persons carrying on a trade, profession or business in HK SAR where such gains are derived from or arise in HK SAR from such trade, profession or business will be chargeable to HK SAR profits tax. Liability for HK SAR profits tax would therefore arise in respect of revenue gains from the sale of Ordinary Shares realized by persons in the course of carrying on a business of trading or dealing in securities in HK SAR. Effective from April 1, 2018, profits tax is levied on a two-tiered profits tax rate basis, with the first HK$2 million of assessable profits being taxed at 8.25% for corporations and 7.5% for unincorporated businesses, and assessable profits exceeding the first HK$2 million being taxed at 16.5% for corporations and 15% for unincorporated businesses. There is no bilateral tax treaty between Hong Kong and the United States.

HK SAR does not impose tax on dividends. Furthermore, dividends received from foreign companies are not taxable as they are foreign-source income. Hence, there is no withholding tax on dividends received in respect of our Ordinary Shares

Stamp Duty

HK SAR stamp duty is generally payable on the transfer of “Hong Kong stock” . The term “stocks” refers to stock in companies incorporated in HK SAR, as widely defined under the Stamp Duty Ordinance (Cap. 117 of the laws of Hong Kong), or SDO, and includes shares. However, our Ordinary Shares are not considered “Hong Kong stocks” under the SDO since the transfer of the Ordinary Shares are not required to be registered in HK SAR given that the books for the transfer of Ordinary Shares are located in the United States. The transfer of Ordinary Shares is therefore not subject to stamp duty in HK SAR.

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Australian Taxation

Set out below is a summary of the Australian income tax, goods and services tax (“GST”) and stamp duty implications of investing in our Ordinary Shares for investors who:

●	are residents of Australia for Australian income tax purposes or non-residents of Australia for Australian income tax purposes who hold our Ordinary Shares in carrying on a business through a permanent establishment in Australia; and
●	hold our Ordinary Shares on capital account.
The summary below does not apply to investors who:
●	hold our Ordinary Shares as revenue assets (which will generally be the case for investors who use our Ordinary Shares in carrying on a business of share trading, banking or insurance) or as trading stock, or have acquired our Ordinary Shares for the purpose of on-sale at a profit;
●	may be subject to special tax rules, including insurance companies, partnerships, tax exempt organizations, trusts (except where expressly stated), superannuation funds (except where expressly stated) or temporary residents; or
●	are subject to the “taxation of financial arrangements” provisions in Division 230 of the Income Tax Assessment Act 1997 (Cth). It is noted that Division 230 will generally not apply to the financial arrangements of individuals, unless an election has been made for those rules to apply.

This taxation summary is based on the Australian tax law and administrative practice as it applies at the date of this document. The comments do not take into account or anticipate changes in Australian tax law, administrative practice or future judicial interpretations of Australian tax law after this time. Future amendments to taxation legislation, or its interpretation by the courts or the taxation authorities, may take effect retrospectively and/or affect the conclusions drawn.

This summary also does not take account of any individual circumstances of any investor and does not constitute tax advice. It does not purport to be a complete analysis of the potential tax consequences of investing in our Ordinary Shares and is intended as a general guide to the Australian tax implications. Investors who acquire our Ordinary Shares should seek and rely upon specific advice applicable to their own circumstances from their own financial or tax advisers.

Dividends on our Ordinary Shares

If you receive a dividend or similar cash or in-kind distributions on our Ordinary Shares then the amount of the dividend will be included in your assessable income in the income year in which you receive the dividend.

Disposal of Ordinary Shares

The disposal of an Ordinary Share will constitute a disposal for capital gains tax (“CGT”) purposes.

On disposal of an Ordinary Share, you will make a capital gain if the capital proceeds from the disposal exceed the cost base of the Ordinary Share. You will make a capital loss if the capital proceeds are less than the reduced cost base of the Ordinary Share.

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The capital proceeds on disposal of an Ordinary Share will generally be the money you received, or that you are entitled to receive, in respect of the disposal plus the market value of any other property you received, or that you are entitled to receive, in respect of the disposal.

The cost base and reduced cost base of each Ordinary Share you acquire will generally be equal to the cost of acquiring the Ordinary Share, plus any incidental costs of acquisition and disposal (i.e. brokerage costs and legal fees).

If you are:

● an individual, trustee or complying superannuation entity; and

● a resident of Australia for Australian income tax purposes,

that has held our Ordinary Shares for 12 months or more at the time of disposal (not including the date of acquisition and disposal), you should be entitled to apply the applicable CGT discount factor to reduce the capital gain (after offsetting available capital losses). The CGT discount factor is 50% for individuals and trustees and

33 1⁄3% for complying superannuation entities.

The CGT discount will generally not be available to reduce any capital gain that you make if you are a non-resident of Australia for Australian income tax purposes who holds our Ordinary Shares in carrying on a business through a permanent establishment in Australia.

The CGT discount rules relating to trusts are complex. Subject to certain requirements being satisfied, the capital gain may flow through to the beneficiaries in that trust, who will assess the eligibility for the CGT discount in their own right. Accordingly, we recommend trustees seek their own independent advice on how the CGT discount applies to the trust and its beneficiaries.

If you make a capital loss, you can only use that loss to offset other capital gains (i.e. the capital loss cannot be offset against taxable income on revenue account). However, if the capital loss cannot be used in a particular income year, you can carry it forward to use in future income years, providing certain loss utilization tests are satisfied.

Other Australian taxes

No GST or stamp duty should be payable by you in relation to the receipt of dividends on our Ordinary Shares held by you or in respect of the disposal of our Ordinary Shares

United States Federal Income Taxation

WE URGE POTENTIAL PURCHASERS OF OUR ORDINARY SHARES TO CONSULT THEIR OWN TAXADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAXCONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR ORDINARY SHARES.

The following does not address the tax consequences to any particular investor or to persons in special tax situations such as:

● banks;

● financial institutions;

● insurance companies;

● regulated investment companies;

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● real estate investment trusts;

● broker-dealers;

● traders that elect to mark-to-market;

● U.S. expatriates;

● tax-exempt entities;

● persons liable for alternative minimum tax;

● persons holding our Ordinary Shares as part of a straddle, hedging, conversion or integrated transaction;

● persons that actually or constructively own 10% or more of our voting shares (including by reason of owning our Ordinary Shares);

● persons who acquired our Ordinary Shares pursuant to the exercise of any employee share option or otherwise as compensation; or

● persons holding our Ordinary Shares through partnerships or other pass-through entities.

The discussion set forth below is addressed only to U.S. Holders that purchase Ordinary Shares in this Offering. Prospective purchasers are urged to consult their own tax advisors about the application of the U.S. federal income tax rules to their particular circumstances as well as the state, local, foreign and other tax consequences to them of the purchase, ownership and disposition of our Ordinary Shares.

Material Tax Consequences Applicable to U.S. Holders of Our Ordinary Shares

The following discussion sets forth the material U.S. federal income tax consequences related to the ownership and disposition of our Ordinary Shares. It is directed to U.S. Holders (as defined below) of our Ordinary Shares and is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This description does not deal with all possible tax consequences relating to ownership and disposition of our Ordinary Shares or U.S. tax laws (other than the U.S. federal income tax laws), such as the tax consequences under non-U.S. tax laws, state, local and other tax laws.

The information applies only to U.S. Holders (defined below) that hold Ordinary Shares as capital assets and that have the U.S. dollar as their functional currency. This brief description is based on the federal income tax laws of the United States in effect as of the date of this prospectus and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this prospectus, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.

The brief description below of the U.S. federal income tax consequences to “U.S. Holders” described below will apply to you if you are a beneficial owner of Ordinary Share and you are, for U.S. federal income tax purposes,

● an individual who is a citizen or resident of the United States;

● a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia;

● an estate whose income is subject to U.S. federal income taxation regardless of its source; or

● a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

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Taxation of Dividends and Other Distributions on Our Ordinary Shares

Subject to the passive foreign investment company rules discussed below, the gross amount of distributions made by us to you with respect to the Ordinary Shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you. Distributions are normally taxed as ordinary income distributions only to the extent that the distribution is paid out of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. However, while we prepare our financial statements under U.S. GAAP principles, we do not expect to necessarily calculate current or accumulated earnings and profits under U.S. tax principles. Accordingly, dividends paid to U.S. holders may be taxable to them as dividends even if not paid out of current and accumulated earnings and profits. With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the Ordinary Shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a passive foreign investment company (as discussed below) for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Because there is no income tax treaty between the United States and the British Virgin Islands, clause (1) above can be satisfied only if the Ordinary Shares are readily tradable on an established securities market in the United States. Under U.S. Internal Revenue Service regulations, Ordinary Shares are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on the Nasdaq Capital Market. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our Ordinary Shares, including the effects of any change in law after the date of this prospectus. Non-corporate U.S. Holders will also be subject to the 3.8% Net Investment Income Tax if their income exceeds the threshold amounts for such tax.

Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate of tax and divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to our Ordinary Shares will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”

A dividend distribution that exceeds our current and accumulated earnings and profits is treated as a tax-free return of your tax basis in your Ordinary Shares, and to the extent that it exceeds your tax basis, as capital gain, but (as stated above) only if we determine our accumulated earnings and profits under U.S. federal income tax principles. As noted above, however, as we do not necessarily calculate our earnings and profits under U.S. federal income tax principles, a U.S. Holder should expect that a distribution will be treated as a dividend even if it might otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above. The Net Investment Income Tax also applies to capital gains.

Taxation of Dispositions of Ordinary Shares

Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Ordinary Shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the Ordinary Shares for more than one year, you will generally be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source income or loss for foreign tax credit limitation purposes, and such treatment will generally limit the availability of foreign tax credits.

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Passive Foreign Investment Company

Our Status as a Passive Foreign Investment Company.

A non-U.S. corporation is considered a passive foreign investment company or “PFIC” for any taxable year if either:

● at least 75% of its gross income for such taxable year is passive income (the “passive income test”); or

● at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

In determining whether we are a PFIC, we are permitted, under Internal Revenue Code (“Code”) Section 1297(c), to take into account, on a pro rata basis, the income and the assets of any entity of which we own (or are treated under the Code as owning) at least 25% of the stock by value (a so-called “look-through subsidiary”). Because we own 100% of the stock of BioLingus (BVI Limited) and in turn, BioLingus Research (Australia) Pty Ltd, BioLingus (Hong Kong) Limited, BioLingus Beijing and Biolingus IP GmbH (collectively, the “Group”), in determining our PFIC status we will take into account the income and assets of these companies (other than certain assets, or the income therefrom, that are subject to intercompany transfers), as well as the income and assets of any other look-through subsidiary 25% or more owned by us.

Taking into account the income and assets of the Group, our status as a PFIC will depend on the nature of our income and the income of the Group. While we expect the Group eventually to have considerable amounts of income from operations so that any passive income generated by us and by the Group will not amount to 75% of the total income from all the entities, based on our current operations we may not achieve this goal during 2023, and so for 2023 we may be e a PFIC under the passive income test. (As discussed below, PFIC status is determined on an annual basis and our status as a PFIC under the passive income test may change from year to year.)

In determining whether we are a PFIC under the assets test, a number of different kinds of assets must be taken into account. The Group has assets used in its operations which would be counted as active assets. However, in this Offering we expect to raise for our Company cash in an amount that considerably exceeds the value of the Group’s operational assets. The IRS has stated that cash, even if held as working capital, produces passive income and is therefore a passive asset. Our status as a PFIC under the assets test will therefore depend in part on how quickly we convert the cash that we raise into active business assets or otherwise spend it. Our status as a PFIC could also depend on the value of our stock as determined by the market. PFIC status based on assets is calculated annually and is based on the average quarterly value of our assets. Accordingly, our status as a PFIC based on the assets test could change from year to year.

Based on the foregoing, it is not possible to determine whether we will be characterized as a PFIC for the 2023 taxable year or any subsequent year until after the close of the relevant year, but it is likely that we will be determined to be a PFIC for 2023. We must make a separate determination each year as to whether we are a PFIC (under either the asset test or the passive income test), and there can be no assurance with respect to our status as a PFIC for 2023 or any future taxable year.

If we are a PFIC for any year during which you hold our Ordinary Shares, we will continue to be treated as a PFIC with respect to you for all succeeding years during which you hold our Ordinary Shares, even if in a succeeding taxable year we are no longer classified as a PFIC. However, if we cease to be a PFIC, you may avoid the adverse effects of the PFIC regime thereafter by making a “purging election” (as described below) with respect to the Ordinary Shares. A discussion of other ways in which you may be able to mitigate some of the adverse effects of PFIC status is also set forth below.

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Consequences to You of PFIC status.

If we are classified as a PFIC for a taxable year during which you hold Ordinary Shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive on, and with respect to any gain that you realize from, a sale or other disposition (including a pledge) of the Ordinary Shares, in that year and subsequent years, unless you make a “mark-to-market” election as discussed below. You will be subject to these rules for the first year in which we are a PFIC and for all subsequent years unless (i) we cease to be classified as a PFIC and (ii) you make a “purging election,” as discussed below.

“Excess distributions” are distributions you receive from us in a taxable year that are greater than 125% of the average annual distributions you received from us during (i) the three preceding taxable years or (ii) your holding period for the Ordinary Shares, whichever is shorter. Under the special tax rules that apply to excess distributions and to gains realized from a disposition of our Ordinary Shares,

● the excess distribution or gain will be allocated ratably (on a daily basis) over your holding period for the Ordinary Shares;

● the amount allocated to your current taxable year, and any amount allocated to any tax year(s) in your holding period prior to the first taxable year in which we were a PFIC, will be treated as ordinary income arising in the current taxable year; and

● the amount allocated to each of your other taxable years, i.e., prior years during which we were a PFIC, will be subject to the highest tax rate in effect for those years; moreover, interest charges generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to years prior to the year of excess distribution or disposition cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Ordinary Shares cannot be treated as capital, even if you hold the Ordinary Shares as capital assets.

“Mark-to-market” Election. To elect out of the excess distribution tax treatment discussed above, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock. If you make a mark-to-market election for the first taxable year in which you hold (or are deemed to hold) Ordinary Shares and for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value of the Ordinary Shares as of the close of such taxable year over your adjusted basis in such Ordinary Shares. Such excess will be treated as ordinary income and not capital gain. Under the mark-to-market rules you are allowed an ordinary loss for the excess, if any, of the adjusted basis of the Ordinary Shares over their fair market value as of the close of the taxable year. However, such ordinary loss is allowable only to the extent of any net mark-to-market gains on the Ordinary Shares included in your income for prior taxable years. Your basis in the Ordinary Shares will be adjusted to reflect any such income or loss amounts. The foregoing tax consequences of a mark-to-market election continue for as long as we are a PFIC (and can be revoked only with the consent of the Internal Revenue Service).

In you sell or otherwise dispose of any Ordinary Shares that are subject to a mark-to-market election, any gain on the sale or other disposition is treated as ordinary income. Any loss incurred on such sale or disposition is treated as an ordinary loss, but only to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such Ordinary Shares.

The mark-to-market election is available only for “marketable stock,” which is stock that is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations), including the Nasdaq Capital Market. While being listed on the Nasdaq Capital Market is a condition to the closing of this offering, we are uncertain as to whether our Ordinary Shares will be regularly traded. If our Ordinary Shares do not trade regularly on the Nasdaq Capital Market, the mark-to-market election would not be available to you were we to be or become a PFIC. The mark-to-market election is also not available if you own our Ordinary Shares through another passive foreign investment company that does not trade regularly on a qualified exchange (you should consult your own tax advisor if you own our Ordinary Shares through another passive foreign investment company).

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“Purging Election.” If you do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our Ordinary Shares, then such Ordinary Shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging election” for the taxable year in which we cease to be a PFIC. A “purging election” creates a deemed sale of such Ordinary Shares at their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules, described above, that apply to excess distributions. But as long as we are not thereafter a PFIC, dividends distributed by us (or gains from the sale of our Ordinary Shares) following a purging election will no longer be subject to the rules (described above) that apply to excess distributions. As a result of the purging election, you will have a new basis (equal to the fair market value of the Ordinary Shares on the last day of the last year in which we are treated as a PFIC) and a new holding period (which new holding period will begin the day after such last day) in your Ordinary Shares for tax purposes.

“Qualified electing fund election”. In some cases, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election with respect to such PFIC in order to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC generally includes in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. However, the qualified electing fund election is available only if the PFIC provides the U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations (a so-called “Annual Information Statement”). We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. U.S. Holders who reasonable believe that the Company was not a PFIC during any year may also be able to make so-called “protective elections” in order to preserve their ability to make a retroactive qualified electing fund election at a later date. U.S. Holders should consult their own tax advisors about this election and all PFIC elections.

PFIC Reporting Requirements. If you hold Ordinary Shares in any taxable year in which we are a PFIC, you will in all likelihood be required to file U.S. Internal Revenue Service Form 8621 for each such year and provide certain annual information regarding such Ordinary Shares, including information on distributions received on the Ordinary Shares and any gain realized on the disposition of the Ordinary Shares. You should consult your tax advisor about Form 8621 filing requirements.

The PFIC rules are complex and uncertain. You are urged to consult your tax advisor regarding the application of the PFIC rules to your investment in our Ordinary Shares, the elections discussed above, and the PFIC reporting requirements.

Information Reporting and Backup Withholding

Dividend payments with respect to our Ordinary Shares and proceeds from the sale, exchange or redemption of our Ordinary Shares may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding at a current rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders. However, transactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.

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Certain U.S. Holders are required to report information relating to our Ordinary Shares, subject to certain exceptions (including an exception for Ordinary Shares held in accounts maintained by certain financial institutions), by attaching a completed Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, to their tax return for each year in which they hold Ordinary Shares.

Additional reporting requirements that apply if we are classified as a PFIC are discussed above under “Passive Foreign Investment Company – Reporting Requirements.”

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands exempted 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 Cayman Islands. These disadvantages include:

● the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protections to investors; and

● Cayman Islands companies may not have standing to sue before the federal courts of the United States.

Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, among us, our officers, directors and shareholders, be arbitrated.

Ogier, our counsel with respect to the laws of the Cayman Islands, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) 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 (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Ogier has further advised us that there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: (i) is given by a foreign court of competent jurisdiction; (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (iii) is final; (iv) is not in respect of taxes, a fine or a penalty; (v) was not obtained by fraud; and (vi) is not of a kind the enforcement of which is contrary to natural justice or public policy of the Cayman Islands.

Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.

Substantially all of our assets are located outside the United States. In addition, a majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against them or against us, judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

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We have appointed Sichenzia Ross Ference LLP as our agent upon whom process may be served in any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any State of the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

We have been advised by our Swiss counsel, VISCHER AG, that there is doubt as to the enforceability in Switzerland of original actions, or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent solely predicated upon the federal and state securities laws of the United States. Original actions against persons in Switzerland based solely upon the U.S. federal or state securities laws are governed, among other things, by the principles set forth in the Swiss Federal Act on Private International Law of December 18, 1987, as amended, or PILA. The PILA provides that the application of provisions of non-Swiss law by the courts in Switzerland shall be precluded if the result would be incompatible with Swiss public policy. Also, mandatory provisions of Swiss law may be applicable regardless of any other law that would otherwise apply.

Moreover, a number of our directors and executive officers are not residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or upon such persons or to enforce against them judgments obtained in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the federal securities laws of the United States.

Switzerland and the United States do not have a treaty providing for reciprocal recognition of and enforcement of judgments in civil and commercial matters. The recognition and enforcement of a judgment of the courts of the United States in Switzerland is governed by the principles set forth in the PILA. This statute provides in principle that a judgment rendered by a non-Swiss court may be enforced in Switzerland only if:

● the non-Swiss court had jurisdiction pursuant to the PILA;

● the judgment of such non-Swiss court has become final and non-appealable;

● the judgment does not contravene Swiss public policy;

● the court procedures and the service of documents leading to the judgment were in accordance with the due process of law; and

● no proceeding involving the same position and the same subject matter was first brought in Switzerland, or adjudicated in Switzerland, or was earlier adjudicated in a third state and this decision is recognizable in Switzerland.

DeHeng Law Offices (Hong Kong) LLP, our counsel to laws of the HK SAR, has advised us that there is uncertainty as to whether the courts of the HK SAR would (i) 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 (ii) entertain original actions brought in the HK SAR against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Our counsel to the laws of HK SAR also advised us that in HK SAR, foreign judgments can be enforced under the Foreign Judgments (Reciprocal Enforcement) Ordinance (Cap. 319 of the Laws of Hong Kong) or under common law. Foreign judgments can be enforced through a statutory registration scheme under the Foreign Judgments (Reciprocal Enforcement) Ordinance based on reciprocal recognition of judgment between Hong Kong and the foreign courts. The United States is not a designated country under the Foreign Judgments (Reciprocal Enforcement) Ordinance. As a result, a judgment rendered by a court in the United States, including as a result of administrative actions brought by regulatory authorities such as the SEC, and other actions, cannot be registered and may only be enforced at common law.

With respect to enforcing a judgment of the U.S. court at common law, the U.S. court judgement will not be enforced directly by execution or any other process. The U.S. court judgment itself may form the basis of a cause of action and the judgment will be regarded as creating a debt between the parties to it. The judgment debtor’s liability arises on an implied promise to pay the amount of U.S. court judgment under a simple contract. Being a promise under a contract, it is subject to the usual limitation period of 6 years for such legal action.

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For a U.S. court judgment to be enforceable at common law in HK SAR, certain requirements must be met: (i) such a judgment must be for a debt or a definite sum of money other than a sum payable in respect of taxes, penalties, or similar charges; (ii) the judgment creditor has to prove, among other things, that the U.S. court judgment is a final judgment conclusive upon the merits of the claim in the U.S. jurisdiction; (iii) the U.S. court judgment must come from a “competent” court (as determined by the private international law rules applied by the HK SAR courts); (iv) the U.S. court judgment was not obtained by fraud; (v) the U.S. court judgment was not contrary to Hong Kong rules of public policy or notions of natural justice; (vi) the U.S. court judgment is not irreconcilable with the prior decision of the Hong Kong court in an action between the same parties; and (vii) the judgment debtor submitted or agreed to submit to the jurisdiction of the U.S. court.

Beijing DeHeng Law Offices, our counsel as to PRC law, has advised us that the recognition and enforcement of foreign judgments are provided for under the Chinese 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 Cayman Islands or the United States that provide for the reciprocal recognition and enforcement of foreign judgments. As a result, it is uncertain whether a Chinese court would enforce a judgment rendered by a court in either of these two jurisdictions.

According to the Civil Procedure Law of the People’s Republic of China (amended in 2021), if a legally effective judgment or ruling made by a foreign court requires recognition and enforcement by a people’s court of the People’s Republic of China, the party concerned may directly apply to an intermediate people’s court with jurisdiction over for recognition and enforcement, or the foreign court may request recognition and enforcement by a people’s court in accordance with the provisions of an international treaty concluded or acceded to by the country and the People’s Republic of China, or in accordance with the principle of reciprocity.

If the people’s courts are of the opinion that the legally effective judgment or ruling made by the foreign court applying for or requesting recognition and enforcement does not violate the basic principles of the laws of the People’s Republic of China or the sovereignty, security and public interests of the country after the people’s court reviews the legally effective judgment or ruling made by the foreign court applying for or requesting recognition and enforcement in accordance with the international treaties concluded or acceded to by the People’s Republic of China or in accordance with the principle of reciprocity, then the people’s court shall issue a ruling that recognizes its validity and, if enforcement is necessary, issues an enforcement order, which order shall be implemented in accordance with the relevant laws. A judgment or ruling that violates the basic principles of the laws of the People’s Republic of China or the sovereignty, security and public interests of the country will not be recognized and implemented.

If an award made by a foreign arbitration institution requires recognition and enforcement by the people’s court of the People’s Republic of China, the party concerned shall directly apply to the intermediate people’s court in the place where the person subjected to enforcement has his domicile or where his property is located. The people’s court shall handle the matter in accordance with international treaties concluded or acceded to by the People’s Republic of China or in accordance with the principle of reciprocity.

King & Wood Mallesons, our counsel as to Australian law, has advised us that there is uncertainty as to whether an Australian court would enforce a judgement rendered by a court in the U.S either in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities predicated on U.S. federal securities laws. In addition, there is uncertainty as to whether these courts 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. There are no treaties between Australia and the United States that would affect the recognition or enforcement of foreign judgments in Australia.

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As judgments of U.S. courts (whether or not such judgments relate to United States federal securities laws) are not automatically enforceable in Australia, a further judgment from a local Australian court will be required. An Australian court may find that such judgments may or may not be enforceable in Australia depending on certain circumstances, including, among others, whether the relevant proceedings were commenced within the relevant limitation period, whether such judgments are contrary to local public policy, statute, rules of natural justice or general principles of fairness or are obtained by fraud, are for an interim remedy (such as an injunction), whether the parties to the Australian proceedings are identical parties and in the same interest as the parties in the foreign proceedings, if the U.S. judgement was rendered by a court that did not have jurisdiction according to the private international law rules of the local court, if the judgement is subject to appeal, dismissal, reversal, setting aside or stay of execution in the court which gave the judgment or otherwise not final and conclusive before that court, involve multiple or punitive damages, are in respect of taxes or any revenue law (including for any fiscal penalty) or fine or other penalty or foreign governmental interests or where there has been a prior judgment in another court between the same parties concerning the same issues as are dealt with in the judgment.

It may not be possible for investors to bring an original action in an Australian court to enforce civil liabilities against us where the original action is based solely upon United States securities law.

UNDERWRITING

We will enter into an underwriting agreement with Univest Securities, LLC (the “Representative”). Subject to the terms and conditions of the underwriting agreement, the underwriters named below have agreed to purchase, and we have agreed to sell to them, the number of our Ordinary Shares at the initial public offering price, less the underwriting discounts, as set forth on the cover page of this prospectus and as indicated below:

Name	Number of Ordinary Shares
Univest Securities, LLC
Total

The underwriters are offering the shares subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option described below.

The underwriters will offer the shares to the public at the initial public offering price set forth on the cover of this prospectus and to selected dealers at the initial public offering price less a selling concession not in excess of US$[*] per share. After this Offering, the initial public offering price, concession and reallowance to dealers may be reduced by the Representative. No change in those terms will change the amount of proceeds to be received by us as set forth on the cover of this prospectus. The securities are offered by the underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. The underwriters have informed us that they do not intend to confirm sales to any accounts over which they exercise discretionary authority.

Over-Allotment Option

We have granted to the Representative a 45-day option from the date of this prospectus to purchase up to an aggregate of [*] additional ordinary shares (equal to 15% of the number of Ordinary Shares sold in the Offering), in whole or in part, from time to time, at the public offering price listed on the cover page of this prospectus per share, less underwriting discounts, and commissions.

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Discounts and Expenses

The following table shows the per share and total initial public offering price, underwriting discounts, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional [*] Ordinary Shares.

		Per Share (US$)		Total Without Over-Allotment Option (US$)		Total With Full Exercise of Over-Allotment Option (US$)
Initial public offering price	$		$		$
Underwriting fees and commissions
Proceeds to us, before expenses	$		$		$

(1) Represents an underwriting discount equal to seven percent (7%) per Ordinary Share, which is the underwriting discount we have agreed to pay for sales to investors in this Offering. The fees do not include the Representative’s Warrants or expense reimbursement provisions described below.

We have agreed to reimburse the Representative up to a maximum of $250,000 for out-of-pocket accountable expenses, provided that any expense over $5,000 shall require the prior written approval of the Company, including: (i) all reasonable travel and lodging expenses incurred by the Representative and its counsel in connection with visits to, and examinations of, our Company; (ii) background check on the Company’s principal shareholders, directors, and officers; (iii) the costs of all mailing and printing of the prospectuses and all amendments, supplements, and exhibits thereto, and as many preliminary and final prospectuses as the Underwriter may reasonably deem necessary; (iv) the fees and expenses of the transfer agent for such Ordinary Shares; and (v) the reasonable cost for roadshow meetings.

We paid an expense deposit of $20,000 to the Representative fifteen (15) days after the execution of the engagement letter between us and the Representative dated October 31, 2022 (the “Engagement Letter”), and an additional $30,000 fifteen (15) days after the Company’s first filing with the SEC, for the Representative’s anticipated out-of-pocket expenses; any expense deposits will be returned to us to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

We estimate that the total expenses of the Offering payable by us, excluding the underwriting discounts, will be approximately $[*].

The foregoing does not purport to be a complete statement of the terms and conditions of the underwriting agreement. The underwriting agreement is included as an exhibit to the registration statement of which this prospectus forms a part.

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Representative’s Warrants

We have agreed to sell to the Representative for a nominal consideration of US$0.01 per warrant, warrants to purchase the number of Ordinary Shares in the aggregate equal to five percent (5%) of the aggregate number of Ordinary Shares sold in the Offering. The warrants will be exercisable at any time, and from time to time, in whole or in part, during the period commencing 180 days from the date of the commencement of the sale of the Ordinary Shares, which period shall not extend further than five years from the effective date of the offering in compliance with FINRA Rule 5110(g)(8)(A). The warrants are exercisable at a per share price equal to 110% of the public offering price per Ordinary Share in the Offering. The warrants are also exercisable on a cashless basis. The warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1)(A) of FINRA. Neither the Representative, nor permitted assignees under Rule 5110(e)(1)(A), will sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the date of the commencement of the sale of the public securities in the Offering. In addition, although the Representative’s warrants and the underlying Ordinary Shares will be registered in the registration statement of which this prospectus forms a part, the warrants provide for registration rights upon request, in certain cases. These registration rights apply to all of the securities directly and indirectly issuable upon exercise of the underwriter warrants. The piggyback registration right will be seven years from the effective date of the offering in compliance with FINRA Rule 5110(g)(8)(D) and the one demand registration right will not be greater than five years from the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)C). We will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation. The warrant exercise price and/or underlying shares may also be adjusted for issuances of Ordinary Shares at a price below the warrant exercise price. We agreed to maintain an effective registration statement on Form F-1 (or Form F-3, if we are eligible to use such form) until such date that is the earlier of the date when all of the Ordinary Shares underlying the Representative’s warrants have been publicly sold by holder of such warrants or such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Ordinary Shares underlying the Representative’s warrants without registration.

Right of First Refusal

We have agreed to grant the Representative, for the 18-month period following the closing date of this Offering, a right of first refusal to provide investment banking services to the Company on an exclusive basis in all matters for which investment banking services are sought by the Company (such right, the “Right of First Refusal”), which right is exercisable in the Representative’s sole discretion. For these purposes, investment banking services shall include, (a) acting as lead or joint-lead manager for any underwritten public offering; (b) acting as lead or joint bookrunner and/or lead or joint placement agent, initial purchaser in connection with any private offering of securities of the Company. The Representative shall notify us of its intention to exercise its Right of First Refusal within 15 business days following notice in writing by us. The Right of First Refusal granted hereunder may be terminated by the Company for “cause”. which is defined as a material breach by Univest of the Underwriting Agreement or a material failure by Univest to provide the services as contemplated by the Underwriting Agreement.

Tail Financing

Univest will be entitled to its accountable expenses, a cash fee equal to seven percent (7.0%) of the gross proceeds received by the Company from the sale of any equity, debt, and/or equity derivative instruments to any investor introduced by Univest to the Company, as well as the same warrant coverage as set forth under “-Representative’s Warrants” below, through [one year following the termination of the underwriting agreement] (“Tail Period”) if the engagement period is not extended for additional six (6) months, or through [*] if the engagement period is extended for additional six (6) months, in connection with any public or private financing or capital raise (“Tail Financing”) which is consummated at any time during the Tail Period, provided that such Tail Financing is by a party introduced to the Company. This provision will not apply if the Underwriting Agreement is terminated due to Univest’s material breach of the Underwriting Agreement or its material failure to provide the underwriting services contemplated therein, which termination will eliminate the obligation of the Company to pay the Tail Fee.

Indemnification

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in the underwriting agreement, or to contribute to payments that the underwriters may be required to make in respect of those liabilities.

Lock-Up Agreements

Our officers, directors, and shareholders holding 5% or more of the issued and outstanding Ordinary Shares have agreed, subject to certain exceptions, to a 180-day lock-up period from the date of this prospectus, with respect to the Ordinary Shares that they beneficially own, including the issuance of shares upon the exercise of convertible securities and options that may be currently outstanding or which may be issued. This means that, for a period of six months following the date of this prospectus, such persons may not offer, sell, pledge or otherwise dispose of these securities without the prior written consent of the underwriters or as otherwise agreed.

The lock-up period described herein will be automatically extended if: (1) during the last 17 days of the restricted period, we issue an earnings release or announce material news or a material event; or (2) prior to the expiration of the lock-up period, we announce that it will release earnings results during the 16-day period beginning on the last day of the lock-up period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the date of the earnings release, unless the Representative waives this extension in writing; provided, however, that this lock-up period extension shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an emerging growth company (as defined in the JOBS Act) prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the emerging growth company or its shareholders that restricts or prohibits the sale of securities held by the emerging growth company or its shareholders after the initial public offering date. 

The Representative has no present intention to waive or shorten the lock-up period; however, the terms of the lock-up agreements may be waived at its discretion. In determining whether to waive the terms of the lock-up agreements, the Representative may base its decision on its assessment of the relative strengths of the securities markets and companies similar to ours in general, and the trading pattern of, and demand for, our securities in general.

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No Sales of Similar Securities

We have agreed with the underwriters that we will not, without the prior written consent of the Representative, for a period of twelve (12) months from the commencement of the sale of the public securities in the offering (the “Company Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Company Lock-Up Period.

Listing

We intend to apply to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “              .” We make no representation that such application will be approved or that our Ordinary Shares will trade on such market either now or at any time in the future. However, we will not complete this Offering unless we are so listed.

Electronic Offer, Sale and Distribution

A prospectus in electronic format may be made available on websites or through other online services maintained by the underwriters or selling group members, if any, or by their affiliates, and the underwriters may distribute prospectus electronically. The underwriters may agree to allocate a number of Ordinary Shares to selling group members for sale to their online brokerage account holders. The Ordinary Shares to be sold pursuant to internet distributions will be allocated on the same basis as other allocations. Other than the prospectus in electronic format, the information on, or that can be accessed through, these websites and any information contained in any other website maintained by these entities is not part of, and is not incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the underwriters, and should not be relied upon by investors.

In connection with this Offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Passive Market Making

Any underwriter who is a qualified market maker on Nasdaq may engage in passive market making transactions on Nasdaq, in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. Passive market makers must comply with applicable volume and price limitations and must be identified as a passive market maker. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security. If all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.

Pricing of this Offering

Prior to this Offering, there has been no public market for our Ordinary Shares. The initial public offering price for our Ordinary Shares will be determined through negotiations between us and the Representative. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that we and the Representative believe to be comparable to us, estimate of our business potential and earning prospects, the present state of our development and other factors deemed relevant. The initial public offering price of our Ordinary Shares in this Offering does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of our Company.

Potential Conflicts of Interest

The underwriters and their affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers and such investment and securities activities may involve securities and/or instruments of our Company. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to customers that they acquire, long and/or short positions in such securities and instruments.

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Price Stabilization, Short Positions, and Penalty Bids

Until the distribution of the Ordinary Shares offered by this prospectus is completed, rules of the SEC may limit the ability of the underwriters to bid for and to purchase our Ordinary Shares. As an exception to these rules, the underwriters may engage in transactions effected in accordance with Regulation M under the Exchange Act that are intended to stabilize, maintain or otherwise affect the price of our Ordinary Shares. The underwriters may engage in over-allotment sales, syndicate covering transactions, stabilizing transactions and penalty bids in accordance with Regulation M.

● Stabilizing transactions consist of bids or purchases made by the managing underwriter for the purpose of preventing or slowing a decline in the market price of our securities while this offering is in progress.

● Short sales and over-allotments occur when the managing underwriter, on behalf of the underwriting syndicate, sells more of our shares than they purchase from us in this Offering. In order to cover the resulting short position, the managing underwriter may exercise the over-allotment option described above and/or may engage in syndicate covering transactions. There is no contractual limit on the size of any syndicate covering transaction. The underwriters will deliver a prospectus in connection with any such short sales. Purchasers of shares sold short by the underwriters are entitled to the same remedies under the federal securities laws as any other purchaser of units covered by the registration statement.

● Syndicate covering transactions are bids for or purchases of our securities on the open market by the managing underwriter on behalf of the underwriters in order to reduce a short position incurred by the managing underwriter on behalf of the underwriters.

● A penalty bid is an arrangement permitting the managing underwriter to reclaim the selling concession that would otherwise accrue to an underwriter if the Ordinary Shares originally sold by the underwriter were later repurchased by the managing underwriter and therefore were not effectively sold to the public by such underwriter.

Stabilization, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Ordinary Shares or preventing or delaying a decline in the market price of our Ordinary Shares. As a result, the price of our Ordinary Shares may be higher than the price that might otherwise exist in the open market.

Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the prices of our Ordinary Shares. These transactions may occur on Nasdaq or on any trading market. If any of these transactions are commenced, they may be discontinued without notice at any time.

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Foreign Regulatory Restrictions on Purchase of our Shares

Other than in the United States, no action may be taken, and no action has been taken, by us or the underwriters that would permit a public offering of the Ordinary Shares offered by, or the possession, circulation or distribution of, this prospectus in any jurisdiction where action for that purpose is required. The Ordinary Shares offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the Offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Ordinary Shares offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

European Economic Area

In relation to each Member State of the European Economic Area (each a Member State), no Ordinary Shares have been offered or will be offered pursuant to this Offering to the public in that Member State prior to the publication of a prospectus in relation to our Ordinary Shares which has been approved by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the competent authority in that Member State, all in accordance with the Prospectus Regulation, except that offers of shares may be made to the public in that Member State at any time under the following exemptions under the Prospectus Regulation:

(a)	to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
(b)	by the underwriters to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior written consent of the representatives for any such offer; or
(c)	in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of our Ordinary Shares shall result in a requirement for us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

Each person in a Member State who initially acquires any of our Ordinary Shares or to whom any offer is made will be deemed to have represented, acknowledged, and agreed with us and the representatives that it is a qualified investor within the meaning of the Prospectus Regulation.

In the case of any of our Ordinary Shares being offered to a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the Ordinary Shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer to the public other than their offer or resale in a Member State to qualified investors, in circumstances in which the prior written consent of the representatives has been obtained to each such proposed offer or resale.

We, the underwriters, and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgments, and agreements.

For the purposes of this provision, the expression an “offer to the public” in relation to any of our Ordinary Shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any of our Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for our Ordinary Shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

United Kingdom

No shares have been offered or will be offered pursuant to this Offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the shares which has been approved by the Financial Conduct Authority, except that the shares may be offered to the public in the United Kingdom at any time:

(a)	to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;
(b)	to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or
(c)	in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000, or FSMA;

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provided that no such offer of the shares shall require the us or any underwriter to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

Israel

This prospectus does not constitute a prospectus as defined under the Israeli Securities Law (the “Israeli Securities Law”), and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus is being distributed only to, and is directed only at, and any offer of the shares is directed only at, (1) a limited number of persons in accordance with the Israeli Securities Law and (2) investors listed in the first addendum (as it may be amended from time to time, the “Addendum”), to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of 50 million New Israeli Shekels and “qualified individuals,” each as defined in the Addendum, collectively referred to as qualified investors (in each case, purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors are required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it.

Canada

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our Ordinary Shares may not be circulated or distributed, nor may our Ordinary Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (1) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (2) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where our Ordinary Shares is subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired our Ordinary Shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

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Where our Ordinary Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired our Ordinary Shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), (the “FIEA”). The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Dubai International Financial Centre

This prospectus relates to an “Exempt Offer” in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (the “DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The Ordinary Shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Ordinary Shares should conduct their own due diligence on such shares. If you do not understand the contents of this prospectus, you should consult an authorized financial advisor.

Switzerland

Our Ordinary Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to our Ordinary Shares or this Offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to this Offering, our Company or our Ordinary Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of our Ordinary Shares will not be supervised by, the Swiss Financial Market Supervisory Authority and the offer of our Ordinary Shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of our Ordinary Shares.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, or ASIC, in relation to this Offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the “Corporations Act”, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

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Any offer in Australia of our Ordinary Shares may only be made to persons, or “Exempt Investors”, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer our Ordinary Shares without disclosure to investors under Chapter 6D of the Corporations Act.

Our Ordinary Shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under this Offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring our Ordinary Shares must observe such Australian on-sale restrictions.

Notice to Prospective Investors in Hong Kong

The contents of this prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Please note that (i) our Ordinary Shares may not be offered or sold in Hong Kong, by means of this prospectus or any document other than to “professional investors” within the meaning of Part I of Schedule 1 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”) and any rules made thereunder, or in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) (the “C(WUMP)O”) or which do not constitute an offer or invitation to the public for the purpose of the C(WUMP)O or the SFO, and (ii) no advertisement, invitation or document relating to our shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the SFO and any rules made thereunder.

Notice to Prospective Investors in the Mainland China

This prospectus may not be circulated or distributed in Mainland China and the Ordinary Shares may not be offered or sold and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of Mainland China except pursuant to applicable laws, rules and regulations of Mainland China.

Notice to Prospective Investors in Taiwan, the Republic of China

The Ordinary Shares have not been and will not be registered with the Financial Supervisory Commission of Taiwan, the Republic of China, pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in any manner which would constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or would otherwise require registration with or the approval of the Financial Supervisory Commission of Taiwan.

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This prospectus contains general information only and does not take account of the investment objectives, financial situation, or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives, and circumstances, and, if necessary, seek expert advice on those matters. We have not engaged counsel outside of the United States to review any other country’s securities laws and therefore, notwithstanding the above, neither we nor the underwriters can assure you that the summary of the laws above are accurate as of the date of this prospectus.

EXPENSES RELATING TO THIS OFFERING

Set forth below is an itemization of the total expenses, excluding placement discounts and commissions, that we expect to incur in connection with this offering. With the exception of the SEC registration fee, the FINRA filing fee and The Nasdaq Capital Market listing fee, all amounts are estimates.

		Amount
Securities and Exchange Commission Registration Fee	$
Nasdaq Capital Market Listing Fee	$
FINRA Filing Fee	$
Legal Fees and Expenses	$
Accounting Fees and Expenses	$
Printing and Engraving Expenses	$
Transfer agent fees and expenses
Miscellaneous Expenses	$
Total	$

We will bear these expenses. The underwriting discounts will be borne by us.

LEGAL MATTERS

The validity of the Ordinary Shares offered hereby will be opined upon for us by Ogier. Sichenzia Ross Ference LLP is acting as counsel to our Company regarding U.S. securities law matters. Carmel, Milazzo & Feil LLP is acting as counsel to the Underwriter. Certain legal matters as to Swiss, HK SAR, the PRC and Australian law will be passed upon for us by VISCHER AG, DeHeng Law Offices (Hong Kong) LLP, Beijing DeHeng Law Office and King & Wood Mallesons. Sichenzia Ross Ference LLP may rely upon VISCHER AG, DeHeng Law Offices (Hong Kong) LLP, Beijing DeHeng Law Office and King & Wood Mallesons with respect to matters governed by Swiss, HK SAR, the PRC and Australian law, respectively.

The current address for Sichenzia Ross Ference LLP is 1185 Avenue of the Americas, 31^st Floor, New York, NY 10036. The current address of Ogier is 11^th Floor, Central Tower, 28 Queen’s Road Central, Central, Hong Kong. The current address of Carmel, Milazzo & Feil LLP is 55 West 39th Street, 4th Floor, New York, NY 10018. The current address of VISCHER AG is Aeschenvorstadt 4, CH-4010 Basel, Switzerland. The current address of DeHeng Law Offices (Hong Kong) LLP is 28/F, Henley Building, 5 Queen’s Road Central, Hong Kong. The current address of Beijing DeHeng Law Office is 12/F, Tower B, Focus Place, No.19 Finance Street, Beijing, P.R. China 100033. The current address of King & Wood Mallesons is Level 30, QV1 Building, 250 St Georges Terrace, Perth WA 6000.

EXPERTS

The consolidated financial statements for the fiscal years ended April 30, 2022 and 2021, as set forth in this prospectus and elsewhere in the registration statement have been so included in reliance on the report of WWC.P.C., an independent registered public accounting firm, given on their authority as experts in accounting and auditing. The office of WWC.P.C. is located at 2010 Pioneer Court, San Mateo, CA 94403.

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INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Ordinary Shares was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant. Nor was any such person connected with the registrant as a promoter, managing or principal Underwriter, voting trustee, director, officer, or employee.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us, we have been advised that it is the SEC’s opinion that such indemnification is against public policy as expressed in such act and is, therefore, unenforceable.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1 under the Securities Act with respect to the Ordinary Shares offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits filed therewith. For further information about us and the Ordinary Shares offered hereby, reference is made to the registration statement and the exhibits filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. However, statements in the prospectus contain the material provisions of such contracts, agreements and other documents. We currently do not file periodic reports with the SEC. Upon the closing of our initial public offering, we will be required to file periodic reports and other information with the SEC pursuant to the Exchange Act. A copy of the registration statement and the exhibits filed therewith may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, NE, Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from that office. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains a website that contains reports, information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

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BIOLINGUS (CAYMAN) LIMITED

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

	Page
For the Years Ended April 30, 2022 and 2021
Report of Independent Registered Public Accounting Firm	F-2
Audited Consolidated Balance Sheets	F-4
Audited Consolidated Statements of Operations and Comprehensive Loss	F-5
Audited Consolidated Statements of Changes in Shareholders’ Deficit	F-6
Audited Consolidated Statements of Cash Flows	F-7
Notes to the Audited Consolidated Financial Statements	F-8

F-1

To:	The Board of Directors and Shareholders of
	BioLingus (Cayman) Limited

Report of Independent Registered Public Accounting Firm

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of BioLingus (Cayman) Limited and its subsidiaries (collectively the “Company”) as of April 30, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit, and cash flows for each of the years in the two-year period ended April 30, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended April 30, 2022, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had a working capital deficit, has incurred a net loss, had an accumulated deficit and its net cash outflows from operating activities which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters are described in Note 1. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of 2022 and 2021 Financial Statements

As discussed in Note 2.1 to the consolidated financial statements, the 2022 and 2021 consolidated financial statements have been restated to correct a misstatement related to the revenue recognition of a license income that occurred prior to May 1, 2020. The license income was previously recognized on the straight-line basis over the license terms based on the assumption that the customer simultaneously receives and consumes the benefits provided by the Company; however, a more in-depth assessment of the transaction conducted by the Company revealed that the intellectual property underlying the license was a functional intellectual property and had significant standalone functionality; therefore, the restated financial statements for the years ended April 30, 2022 and 2021 recognized the license income at a point in time when the customer was able to use and benefit from the license at the beginning of the license term prior to May 1, 2020. The correction of the error resulted in restatement of the consolidated financial statements, and the changes were pervasive to entire the accompanying consolidated financial statements as a whole.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WWC, P.C.

WWC, P.C.

Certified Public Accountants

PCAOB ID No.1171 

San Mateo, California

June 7, 2023

We have served as the Company’s auditor since October 28, 2022.

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:	The Board of Directors and Shareholders of
	BioLingus (Cayman) Limited

Results of Review of Interim Financial Information

We have reviewed the condensed consolidated balance sheets of BioLingus (Cayman) Limited and its subsidiaries (collectively the “Company”) as of October 31, 2022, and the related condensed consolidated statements of operations and comprehensive income (loss), statements of shareholders’ deficit, and statements of cash flows for the six-month periods ended October 31, 2022 and 2021, and the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of April 30, 2022 and 2021, and the related statements of operations and comprehensive loss, statements of shareholders’ deficit, and statements of cash flows for the years then ended (not presented herein), and in our report dated March 28, 2023, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of April 30, 2022 and 2021, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. Our opinion indicated that there was substantial doubt that the Company may continue as a going concern. As of the date of this report that doubt still exists.

Restatement of Review of Interim Financial Statements of 2022 and 2021

As discussed in Note 2.1 to the condensed consolidated financial statements, the interim 2022 and 2021 condensed consolidated financial statements have been restated to correct a misstatement related to the revenue recognition of a license income that occurred prior to May 1, 2020. The license income was previously recognized on the straight-line basis over the license terms based on the assumption that the customer simultaneously receives and consumes the benefits provided by the Company; however, a more in-depth assessment of the transaction conducted by the Company revealed that the intellectual property underlying the license was a functional intellectual property and had significant standalone functionality; therefore, the restated interim condensed consolidated financial statements for the six-month periods ended October 31, 2022 and 2021 recognized the license income at a point in time when the customer was able to use and benefit from the license at the beginning of the license term prior to May 1, 2020. The correction of the error resulted in restatement of the condensed consolidated financial statements, and the changes were pervasive to entire the accompanying condensed consolidated financial statements as a whole.

Basis for Review Results

These interim financial statements are the responsibility of the Company’s management. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

/s/ WWC, P.C.

WWC, P.C.

Certified Public Accountants

PCAOB ID No. 1171

San Mateo, California

June 7, 2023

We have served as the Company’s auditor since October 28, 2022.

F-3

BIOLINGUS (CAYMAN) LIMITED

AUDITED CONSOLIDATED BALANCE SHEETS

AS OF APRIL 30, 2022 and 2021

(Stated in US Dollars)

	2022			2021
	(Restated)			(Restated)
ASSETS
Cash and cash equivalents	$	157,925		$	112,805
Deposits, prepayments and other receivables, net		66,822			136,924
Due from a related party		41,283			127,760
Total current assets		266,030			377,489
Right-of-use assets, operating leases		90,900			367,367
TOTAL ASSETS	$	356,930		$	744,856
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Accruals and other payables		504,749			838,977
Due to related parties		3,775,538			3,529,415
Lease liabilities – current		71,051			227,616
Convertible component in convertible loans		62,726			71,997
Convertible loans		1,114,476			-
Total current liabilities		5,528,540			4,668,005
Accruals – non-current		885,152			-
Convertible loans – non-current		1,583,816			2,305,799
Lease liabilities – non-current		19,849			139,751
Total non-current liabilities		2,488,817			2,445,550
TOTAL LIABILITIES	$	8,017,357		$	7,113,555
Commitments and contingencies
SHAREHOLDERS’ DEFICIT
Ordinary share, par value $0.000001, 20,000,000,000 shares authorized; 10,000,000 shares issued and outstanding as of April 30, 2022 and 2021	$	10		$	10
Additional paid-in capital		118			118
Accumulated deficit		(7,747,956	)		(6,328,008	)
Accumulated other comprehensive income (loss)		87,401			(40,819	)
Total Shareholders’ Deficit		(7,660,427	)		(6,368,699	)
TOTAL LIABILTIES AND SHAREHOLDERS’ DEFICIT	$	356,930		$	744,856

The accompanying notes are an integral part of these audited consolidated financial statements.

F-4

BIOLINGUS (CAYMAN) LIMITED

AUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED APRIL 30, 2022 and 2021

(Stated in US Dollars)

	2022			2021
	(Restated)			(Restated)
Research and development expenses	$	265,557		$	360,465
General and administrative expenses		1,102,375			1,552,190
Total operating expenses		1,367,932			1,912,655
Operating loss		(1,367,932	)		(1,912,655	)
Other income		130,014			45
Financing expenses, net
Change in fair value of convertible component in convertible loans		18,102			(10,135	)
Interest expenses		(200,132	)		(109,743	)
Total financing expenses, net		(182,030	)		(119,878	)
Loss before taxes		(1,419,948	)		(2,032,488	)
Provision for income taxes		-			-
Net loss	$	(1,419,948	)	$	(2,032,488	)
Other comprehensive loss
Foreign currency translation adjustment		128,220			(30,805	)
Total comprehensive loss	$	(1,291,728	)	$	(2,063,293	)
Loss per share – Basic and diluted	$	(0.14	)	$	(0.20	)
Basic and diluted weighted average shares outstanding		10,000,000			10,000,000

The accompanying notes are an integral part of these audited consolidated financial statements.

F-5

BIOLINGUS (CAYMAN) LIMITED

AUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEARS ENDED APRIL 30, 2022 and 2021

(Stated in US Dollars)

							Accumulated
	Number				Additional		Other
	of		Ordinary		Paid-in		Comprehensive			Accumulated
	Shares		Shares		Capital		Loss			Deficit			Total
Balance, May 1, 2020 (Restated)		10,000,000	$	10	$	118	$	(10,014	)	$	(4,295,520	)	$	(4,305,406	)
Net loss		-		-		-		-			(2,032,488	)		(2,032,488	)
Foreign currency translation adjustment		-		-		-		(30,805	)		-			(30,805	)
Balance, April 30, 2021 (Restated)		10,000,000	$	10	$	118	$	(40,819	)	$	(6,328,008	)	$	(6,368,699	)

							Accumulated
	Number				Additional		Other
	of		Ordinary		Paid-in		Comprehensive			Accumulated
	Shares		Shares		Capital		(Loss) Income			Deficit			Total
Balance, May 1, 2021 (Restated)		10,000,000	$	10	$	118	$	(40,819	)	$	(6,328,008	)	$	(6,368,699	)
Net loss		-		-		-		-			(1,419,948	)		(1,419,948	)
Foreign currency translation adjustment		-		-		-		128,220			-			128,220
Balance, April 30, 2022 (Restated)		10,000,000	$	10	$	118	$	87,401		$	(7,747,956	)	$	(7,660,427	)

The accompanying notes are an integral part of these audited consolidated financial statements.

F-6

BIOLINGUS (CAYMAN) LIMITED

AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED APRIL 30, 2022 and 2021

(Stated in US Dollars)

	2022			2021
	(Restated)			(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,419,948	)	$	(2,032,488	)
Adjustments to reconcile net loss to net cash used in operating activities:
Finance costs		199,009			109,138
Depreciation		156,846			222,496
Change in fair value of convertible component in convertible loans		(18,102	)		10,135
Reversal of expected credit loss allowance		(490	)		(28	)
Changes in operating assets and liabilities:
Other receivables		68,731			(65,140	)
Other payables		618,697			330,522
Operating lease liabilities		(156,846	)		(222,496	)
Net cash used in operating activities		(552,103	)		(1,647,861	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible loans		255,000			1,325,641
Advance from related parties		456,156			432,894
Advance to related parties		(92,614	)		(99,742	)
Net cash provided by financing activities		618,542			1,658,793
Net increase in cash and cash equivalents		66,439			10,932
Effect of foreign currency translation on cash and cash equivalents		(21,319	)		83,434
Cash and cash equivalents, beginning of year		112,805			18,439
Cash and cash equivalents, end of year	$	157,925		$	112,805
Supplementary cash flow information:
Taxes paid	$	-		$	-
Interest paid	$	1,123		$	605

The accompanying notes are an integral part of these audited consolidated financial statements.

F-7

BIOLINGUS (CAYMAN) LIMITED

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED APRIL 30, 2022 and 2021

(Stated in US Dollars)

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

BioLingus (Cayman) Limited (“BL Cayman” or the “Company”) was incorporated in the Cayman Islands on August 8, 2018 as an investment holding company. The Company conducts its primary operations through its indirectly wholly owned subsidiaries BioLingus (Hong Kong) Limited (“BL HK”), BioLingus Beijing (“BL BJ”) and Biolingus IP GmbH (“BL Swiss”) which are incorporated and domiciled in Hong Kong (“HK SAR”), the mainland of the People’s Republic of China (the “PRC”) and Switzerland, respectively; BL HK, BL BJ and BL Swiss are biotech companies spearheading the development of oral (sublingual) and mucosal delivery of peptides and proteins for chronic diseases, such as diabetes, obesity, and inflammatory diseases via its innovative formulation technology.

The Company owns BioLingus (BVI) Limited (“BL BVI”) an investment holding company that was incorporated in the British Virgin Islands on August 2, 2019. The primary purpose of BL BVI is to hold BL HK.

The following is an organization chart of the Company and its subsidiaries:

 

GOING CONCERN

As of April 30, 2021, the Company had a working capital deficit of $4,290,516 (Restated), has incurred a net loss of $2,032,488 (Restated) and had an accumulated deficit of $6,328,008 (Restated), and its net cash used in operating activities for the year ended April 30, 2021 was $1,647,861 (Restated). These circumstances gave rise to substantial doubt that the Company would continue as a going concern subsequent to April 30, 2021. As of April 30, 2022, the Company had a working capital deficit of $5,262,510 (Restated), has incurred a net loss of $1,419,948 (Restated) and had an accumulated deficit $7,747,956 (Restated) and its net cash used in operating activities for the year ended April 30, 2022 was $552,103 (Restated); accordingly, as of the date of this report, there still exist substantial doubt that the Company will continue as going concern. To date, the Company has no product candidates approved for sale and therefore the Company has not generated any revenue from its products. The Company has not generated any revenue from collaboration or other agreements. Management expects operating loss and negative cash flows to continue for the foreseeable future, until such time, if ever, that it can generate significant sales from its product candidates currently in development or through collaboration or other agreements. The Company’s prospects are subject to risks and uncertainties frequently encountered by companies in the biotechnology industry as discussed in Note 2. Additionally, the Company plans to raise capital via private placement or public offering in the event that the Company does not have adequate liquidity to meet its current obligations.

F-8

GOING CONCERN (CONTINUED)

While the Company has been able to raise multiple rounds of financing, there can be no assurance that additional financing will be available on terms which are favorable or at all. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on the Company’s ability to achieve its intended business objectives.

The accompanying audited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These audited consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Method of accounting

The accompanying audited consolidated financial statements include the accounts of the Company and its subsidiaries (collectively the “Company”). Management has eliminated all significant inter-company balances and transactions in preparing the accompanying audited consolidated financial statements.

Management has prepared the accompanying audited consolidated financial statements and these notes in accordance to generally accepted accounting principles in the United States (“US GAAP”). The Company maintains its general ledger and journals with the accrual method accounting.

Principles of consolidation

The accompanying audited consolidated financial statements reflect the activities of the Company, and each of the following entities:

	Place of	Attributable equity		Registered/Issued
Name of Company	Incorporation	interest %		Capital
BioLingus (Cayman) Limited	Cayman Islands		100	$	10
BioLingus (BVI) Limited	BVI		100	$	1
BioLingus (Hong Kong) Limited	HK SAR		100	HK$	1,000
BioLingus (Beijing)	the PRC		100	HK$	30,000,000
Biolingus IP GmbH	Switzerland		100	CHF	20,000

Use of estimates

The preparation of the audited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates include fair value estimates of derivative liabilities discussed in Note 7. Management makes these estimates using the best information available when the calculations are made; however, actual results could differ materially from those estimates.

F-9

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Risks and uncertainties

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies, clinical trials and regulatory approval prior to commercialization. These efforts require significant amounts of additional resources, adequate personnel, infrastructure and extensive compliance and reporting.

The Company’s product candidates are still in development and, to date, none of the Company’s product candidates have been approved for sale and, therefore, the Company has not generated any revenue from any of its products.

There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate any revenue from any of its products. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies.

The Company relies and expects to continue to rely on a small number of vendors to manufacture supplies and materials for its use in the clinical trial programs. These programs could be adversely affected by a significant interruption in these manufacturing services.

Accounting for the impairment of long-lived assets

The Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may become obsolete from a difference in the industry, introduction of new technologies, or if the Company has inadequate working capital to utilize the long-lived assets to generate adequate profits. Impairment is present if the carrying amount of an asset is less than its expected future undiscounted cash flows.

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported lower the carrying amount or fair value fewer costs to selling.

Accrued research and development expenses

The Company has entered into various agreements with contract manufacturing organizations (“CMOs”) and contract research organizations (“CROs”). The Company’s research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in other current liabilities on the consolidated balance sheets. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to CMOs and CROs under these arrangements in advance of the performance of the related services are recorded as deposits, prepayments and other receivables, net on the consolidated balance sheets until the services are rendered. Research and development expenses include laboratory research expense, employee benefit expense and other research expenses. All research and development costs are expensed as incurred.

General and administrative expenses

General and administrative expenses include employee benefit expense, depreciation and other office expenses.

Cash and cash equivalents

The Company considers cash, bank deposit and all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. Cash consists primarily of cash in accounts held at financial institutions.

F-10

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Lease

Effective May 1, 2019, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that do not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similarly owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.

As of April 30, 2022 and 2021, there were approximately $0.09 million and $0.37 million right of use (“ROU”) assets and approximately $0.09 million and $0.37 million lease liabilities based on the present value of the future minimum rental payments of leases, respectively. The Company’s management believes that using an interest rate of Company’s convertible loans at 8% (interest rate of convertible loans as mentioned in Note 7) was the most indicative rate of the Company’s borrowing cost for the calculation of the present value of the lease payments.

Derivatives

Derivative instruments are recognized on the balance sheet at their fair value, with changes in the fair value recognized as a component of financial expenses, net in the statements of income.

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

Commitments and contingencies

From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The majority of these claims and proceedings related to or arise from commercial disputes. The Company first determine whether a loss from a claim is probable, and if it is reasonable to estimate the potential loss. The Company accrues costs associated with these matters when they become probable, and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Also, the Company disclose a range of possible losses, if a loss from a claim is probable but the amount of loss cannot be reasonably estimated, which is in line with the applicable requirements of Accounting Standard Codification 450. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact on the Company’s consolidated financial position, results of operations and cash flows.

Related parties

The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

F-11

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign currency translation

The accompanying audited consolidated financial statements are presented in United States dollar (“$”). The functional currency of the Company is the Hong Kong dollar (“HK$”), the Chinese Yuan (“Renminbi” or “RMB”) and the swiss franc (“Confoederatio Helvetica Franc” or “CHF”). BL HK’s assets and liabilities are translated into $ from HK$ at year-end exchange rates. BL BJ and BL Swiss’s assets and liabilities are translated into $ from RMB and CHF, respectively. Their revenues and expenses are translated at the respective average exchange rate during the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

	2022		2021
Period-end $: HK$ exchange rate		7.8000		7.8000
Period average $: HK$ exchange rate		7.8000		7.8000
Period-end $: RMB exchange rate		6.6085		6.4741
Period average $: RMB exchange rate		6.4108		6.7123
Period-end $: CHF exchange rate		0.9742		0.9125
Period average $: CHF exchange rate		0.9226		0.9168

Adoption of new accounting standard

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASC Topic 606”). ASU 2014-09 provides a single comprehensive revenue recognition framework and supersedes almost all existing revenue recognition guidance including industry-specific revenue guidance. Included in the new principle-based revenue recognition model are changes to the basis for determining the timing of revenue recognition. In addition, the standard expands and improves revenue disclosures. The Company adopted the new standard effective May 1, 2020, the first day of the Company’s fiscal year, using the modified retrospective approach. As part of the adoption of this standard, the Company was required to apply the standard to new contracts and those not completed as of the date of adoption.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) to replace the incurred loss impairment methodology under U.S. GAAP. This ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which could result in earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model will require the Company to use a forward-looking expected credit loss impairment methodology for the recognition of credit losses for financial instruments at the time the financial asset is originated or acquired, and require a loss be incurred before it is recognized. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The new standard will apply to account receivable, contract assets and other financial instruments. This standard is effective for the Company for its fiscal year beginning after December 15, 2022. Adoption of ASU 2016-13 will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date. The Company early adopted ASU 326 effective May 1, 2020, the first day of the Company’s fiscal year. The adoption of ASU 326 did not have a material impact on the Company’s financial position, results of operations or cash flows.

Effective May 1, 2019, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that do not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.

Revenue recognition

The Company adopted ASC 606 “Revenue Recognition.” It recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company recognizes revenue based on the consideration specified in the applicable agreement.

Revenue from contracts with customers is recognized using the following five steps:

1.	Identify the contract(s) with a customer;
2.	Identify the performance obligations in the contract;
3.	Determine the transaction price;
4.	Allocate the transaction price to the performance obligations in the contract; and
5.	Recognize revenue when (or as) the entity satisfies a performance obligation.

Generally, revenues are recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or price for each performance obligation in the form of a service or a product, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and the Company is reasonably assured that funds have been or will be collected from the customer.

A summary of each of the Company’s revenue streams under ASC 606 is as follows:

License income

License income is recognized at a point in time when the customer is able to use and benefit from the license. Such income was recognized at the beginning of the license term in the prior year. As of April 30, 2022 and 2021, there is no license income.

Consultancy income

Revenue from the rendering of consultancy services is recognized over the scheduled period on the straight-line basis because the customer simultaneously receives and consumes the benefits provided by the Company.

In the opinion of the management, the forementioned income did not constitute the principal activities of the Company and thus, was included in other income.

Expected credit loss

ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Company adopted the new standard effective May 1, 2020, the first day of the Company’s fiscal year and applied to accounts receivable and other financial instruments. The adoption of this guidance did not materially impact the net earning and financial position and has no impact on the cash flows.

F-12

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Retirement benefits

Retirement benefits in the form of mandatory government-sponsored defined contribution plans are charged to either expense as incurred.

Income taxes

The Company recognizes deferred income tax assets or liabilities for expected future tax consequences of events recognized in the audited consolidated financial statements or tax returns. Under this method, deferred income tax assets or liabilities are determined based upon the difference between the audited consolidated financial statement and income tax bases of assets and liabilities using enacted tax rates expected to apply when the differences settle or become realized. Valuation allowances are provided when it is more likely than not that a deferred tax asset is not realizable or recoverable in the future.

The Company determines that the tax position is more likely than not to be sustained and records the largest amount of benefit that is more likely than not to be realized when the tax position is settled. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense.

Comprehensive income (loss)

The Company presents comprehensive income (loss) in accordance with ASC Topic 220, Comprehensive Income. ASC Topic 220 states that all items that are required to be recognized under accounting standards as components of comprehensive income (loss) be reported in the consolidated financial statements. The components of comprehensive income (loss) were the net income for the years and the foreign currency translation adjustments.

Loss per share

The Company computes loss per share following ASC Topic 260, “Earnings per share.” Basic loss per share is measured as the loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted loss per share presents the dilutive effect on a per-share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive impacts of potentially convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warranties are computed using the treasury stock method. Potentially anti-dilutive securities (i.e., those that increase income per share or decrease loss per share) are excluded from diluted loss per share calculation. Accordingly, in periods of net loss, no potential shares are considered. Details refer to Note 12.

Segment reporting

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments. The Company operates and manages its business as one reportable and operating segment, which is the business of development of oral (sublingual) and mucosal delivery of peptides and proteins for chronic diseases, such as diabetes, obesity, and inflammatory diseases via its innovative formulation technology. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance.

F-13

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Financial instruments

The Company’s financial instruments, including cash and cash equivalents, deposits and other receivables, other payables, accrued liabilities and amounts due from (to) related parties, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurement” requires disclosing the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments” defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the audited consolidated balance sheets for cash and cash equivalents, other receivables, other payables, accrued liabilities and amounts due from (to) related parties, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

● Level 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets.

● Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and information that are observable for the asset or liability, either directly or indirectly, for substantially the financial instrument’s full term.

● Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815.

Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations.

The Company’s financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

	Balance as of April 30, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Fair value of convertible component in convertible loans (Note 7)		-		-		62,726		62,726
Total liabilities		-		-		62,726		62,726

	Balance as of April 30, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Fair value of convertible component in convertible loans (Note 7)		-		-		71,997		71,997
Total liabilities		-		-		71,997		71,997

F-14

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The following table presents the changes in fair value of the level 3 liabilities for the years ended April 30, 2022 and 2021:

	Changes in Fair Value
Liabilities:
Outstanding at May 1, 2020	$	17,211
Fair value of issued level 3 liability		44,651
Changes in fair value		10,135
Outstanding at April 30, 2021		71,997
Fair value of issued level 3 liability		8,831
Changes in fair value		(18,102	)
Outstanding at April 30, 2022	$	62,726

Recent accounting pronouncements

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes”, which simplify various aspects related to the accounting for income taxes. This ASU removes exceptions to the general principles in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. For the Company, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements and related disclosures.

NOTE 2.1 – RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

The Company has restated the accompanying consolidated financial statements and related disclosures for the years ended April 30, 2021 and 2022 that were previously included in Confidential draft No. 1 filed with the U.S. Securities and Exchange Commission on March 29, 2023 (the “DRS No.1”), in order to correct errors resulting from the incorrect revenue recognition of the license income, as the license income shall be recognized at a point in time when the customer is able to use and benefit from the license at the beginning of the license term, i.e., October 20, 2019, instead of on the straight-line basis over the license terms.

The following tables reflect the impact of the restatement adjustments to the specific line items presented in the Company’s previously reported consolidated financial statements for the years ended April 30, 2021 and 2022. The amounts as previously reported were derived from the Company’s DRS No.1 (in U.S. dollars, except share and per share data).

CONSOLIDATED BALANCE SHEET AS OF APRIL 30, 2021

	Previously Reported			Restatement Impacts		Restated
	$			$		$
Cash and cash equivalents		112,805			-		112,805
Deposits, prepayments and other receivables, net		136,924			-		136,924
Due from a related party		63,325			64,435		127,760
Total current assets		313,054			64,435		377,489
Right-of-use assets, operating leases		367,367			-		367,367
TOTAL ASSETS		680,421			64,435		744,856
Accruals and other payables		838,977			-		838,977
Due to related parties		3,529,415			-		3,529,415
Lease liabilities – current		227,616			-		227,616
Convertible component in convertible loans		71,997			-		71,997
Total current liabilities		4,668,005			-		4,668,005
Convertible loans – non-current		2,305,799			-		2,305,799
Lease liabilities – non-current		139,751			-		139,751
Total non-current liabilities		2,445,550			-		2,445,550
TOTAL LIABILITIES		7,113,555			-		7,113,555
Ordinary share		10			-		10
Additional paid-in capital		118			-		118
Accumulated deficit		(6,385,100	)		57,092		(6,328,008	)
Accumulated other comprehensive loss		(48,162	)		7,343		(40,819	)
Total Shareholders’ Deficit		(6,433,134	)		64,435		(6,368,699	)
TOTAL LIABILTIES AND SHAREHOLDERS’ DEFICIT		680,421			64,435		744,856

F-15

CONSOLIDATED BALANCE SHEET AS OF APRIL 30, 2022

	Previously Reported			Restatement Impacts		Restated
	$			$		$
Cash and cash equivalents		157,925			-		157,925
Deposits, prepayments and other receivables, net		66,822			-		66,822
Due from a related party		21,988			19,295		41,283
Total current assets		246,735			19,295		266,030
Right-of-use assets, operating leases		90,900			-		90,900
TOTAL ASSETS		337,635			19,295		356,930
Accruals and other payables		504,749			-		504,749
Due to related parties		3,775,538			-		3,775,538
Lease liabilities – current		71,051			-		71,051
Convertible component in convertible loans		62,726			-		62,726
Convertible loans		1,114,476			-		1,114,476
Total current liabilities		5,528,540			-		5,528,540
Accruals – non-current		885,152			-		885,152
Convertible loans – non-current		1,583,816			-		1,583,816
Lease liabilities – non-current		19,849			-		19,849
Total non-current liabilities		2,488,817			-		2,488,817
TOTAL LIABILITIES		8,017,357			-		8,017,357
Ordinary share		10			-		10
Additional paid-in capital		118			-		118
Accumulated deficit		(7,761,692	)		13,736		(7,747,956	)
Accumulated other comprehensive income		81,842			5,559		87,401
Total Shareholders’ Deficit		(7,679,722	)		19,295		(7,660,427	)
TOTAL LIABILTIES AND SHAREHOLDERS’ DEFICIT		337,635			19,295		356,930

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEAR ENDED APRIL 30, 2021

	Previously Reported			Restatement Impacts			Restated
	$			$			$
Research and development expenses		360,465			-			360,465
General and administrative expenses		1,552,190			-			1,552,190
Total operating expenses		1,912,655			-			1,912,655
Operating loss		(1,912,655	)		-			(1,912,655	)
Other income		43,675			(43,630	)		45
Total financing expenses, net		(119,878	)		-			(119,878	)
Loss before taxes		(1,988,858	)		(43,630	)		(2,032,488	)
Provision for income taxes		-			-			-
Net loss		(1,988,858	)		(43,630	)		(2,032,488	)
Foreign currency translation adjustment		(36,733	)		5,928			(30,805	)
Total comprehensive loss		(2,025,591	)		(37,702	)		(2,063,293	)
Loss per share – Basic and diluted		(0.20	)		-			(0.20	)
Basic and diluted weighted average shares outstanding		10,000,000			-			10,000,000

F-16

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEAR ENDED APRIL 30, 2022

	Previously Reported			Restatement Impacts			Restated
	$			$			$
Research and development expenses		265,557			-			265,557
General and administrative expenses		1,102,375			-			1,102,375
Total operating expenses		1,367,932			-			1,367,932
Operating loss		(1,367,932	)		-			(1,367,932	)
Other income		173,370			(43,356	)		130,014
Total financing expenses, net		(182,030	)		-			(182,030	)
Loss before taxes		(1,376,592	)		(43,356	)		(1,419,948	)
Provision for income taxes		-			-			-
Net loss		(1,376,592	)		(43,356	)		(1,419,948	)
Foreign currency translation adjustment		130,004			(1,784	)		128,220
Total comprehensive loss		(1,246,588	)		(45,140	)		(1,291,728	)
Loss per share – Basic and diluted		(0.14	)		-			(0.14	)
Basic and diluted weighted average shares outstanding		10,000,000			-			10,000,000

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED APRIL 30, 2021

	Previously Reported			Restatement Impacts			Restated
	$			$			$
Net loss		(1,988,858	)		(43,630	)		(2,032,488	)
Adjustments to reconcile net loss to net cash used in operating activities:
Finance costs		109,138			-			109,138
Depreciation		222,496			-			222,496
Change in fair value of convertible component in convertible loans		10,135			-			10,135
Reversal of expected credit loss allowance		(28	)		-			(28	)
Changes in operating assets and liabilities:
Other receivables		(65,140	)		-			(65,140	)
Other payables		330,522			-			330,522
Operating lease liabilities		(222,496	)		-			(222,496	)
Net cash used in operating activities		(1,604,231	)		(43,630	)		(1,647,861	)
Proceeds from issuance of convertible loans		1,325,641			-			1,325,641
Advance from related parties		432,894			-			432,894
Advance to related parties		(143,372	)		43,630			(99,742	)
Net cash provided by financing activities		1,615,163			43,630			1,658,793
Net increase in cash and cash equivalents		10,932			-			10,932
Effect of foreign currency translation on cash and cash equivalents		83,434			-			83,434
Cash and cash equivalents, beginning of period		18,439			-			18,439
Cash and cash equivalents, end of period		112,805			-			112,805

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED APRIL 30, 2022

	Previously Reported			Restatement Impacts			Restated
	$			$			$
Net loss		(1,376,592	)		(43,356	)		(1,419,948	)
Adjustments to reconcile net loss to net cash used in operating activities:
Finance costs		199,009			-			199,009
Depreciation		156,846			-			156,846
Change in fair value of convertible component in convertible loans		(18,102	)		-			(18,102	)
Reversal of expected credit loss allowance		(490	)		-			(490	)
Changes in operating assets and liabilities:					-
Other receivables		68,731			-			68,731
Other payables		618,697			-			618,697
Operating lease liabilities		(156,846	)		-			(156,846	)
Net cash used in operating activities		(508,747	)		(43,356	)		(552,103	)
Proceeds from issuance of convertible loans		255,000			-			255,000
Advance from related parties		456,156			-			456,156
Advance to related parties		(135,970	)		43,356			(92,614	)
Net cash provided by financing activities		575,186			43,356			618,542
Net increase in cash and cash equivalents		66,439			-			66,439
Effect of foreign currency translation on cash and cash equivalents		(21,319	)		-			(21,319	)
Cash and cash equivalents, beginning of period		112,805			-			112,805
Cash and cash equivalents, end of period		157,925			-			157,925

NOTE 3 – RESEARCH AND DEVELOPMENT EXPENSES

	April 30,
	2022		2021
Laboratory research expense	$	174,239	$	315,508
Employee benefit expense		64,228		42,381
Miscellaneous expenses		27,090		2,576
Total	$	265,557	$	360,465

NOTE 4 – GENERAL AND ADMINISTRATIVE EXPENSES

	April 30,
	2022		2021
Employee benefit expense	$	640,589	$	753,893
Depreciation		156,846		222,496
Miscellaneous expenses		304,940		575,801
Total	$	1,102,375	$	1,552,190

NOTE 5 – DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES, NET

Deposits, prepayments and other receivables consist of the following:

	April 30,
	2022			2021
Deposits, prepayments and other receivables
Other receivables	$	-		$	154
Prepaid expenses		28,452			65,330
Deposit		35,524			67,159
Value-added tax recoverable		3,167			4,784
Less: allowance for expected credit loss		(321	)		(503	)
Total	$	66,822		$	136,924

F-17

NOTE 5 – DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES, NET (CONTINUED)

The movement of allowances for expected credit loss is as follow:

	April 30,
	2022			2021
Balance at beginning of the year	$	(503	)	$	(671	)
Reversal of provision		171			218
Effect of currency translation adjustment		11			(50	)
Ending balance	$	(321	)	$	(503	)

NOTE 6 – LEASES

The Company has various operating leases for office and laboratory space. On May 1, 2019, the Company adopted Leases (Topic 842), using the modified-retrospective approach, and no right-of-use asset and lease liability was recognized as the Company did not have any existing contracts were, or contained, leases at the date of adoption. No cumulative-effect adjustment to retained earnings was required upon adoption of Topic 842. The lease agreements do not specify an explicit interest rate. The Company’s management believes that the convertible loans interest rate of 8% (as mentioned in Note 7) was the most indicative rate of the Company’s borrowing cost for the calculation of the present value of the lease payments.

As of April 30, 2022 and 2021, the right-of-use assets totaled $90,900, and $367,367, respectively.

As of April 30, 2022 and 2021, lease liabilities consist of the following:

	April 30,
	2022		2021
Lease liabilities - current portion	$	71,051	$	227,616
Lease liabilities - non-current portion		19,849		139,751
Total	$	90,900	$	367,367

During the years ended April 30, 2022 and 2021, the Company incurred total operating lease expenses of $212,563 and $302,552, respectively.

Other lease information is as follows:

	April 30,
	2022			2021
Weighted-average remaining lease term - operating leases		1.4 years			1.0 year
Weighted-average discount rate - operating leases		8.0	%		8.0	%

The following is a schedule of future minimum payments under operating leases as of April 30, 2022:

2023	$	74,754
2024		20,623
Total lease payments		95,377
Less: imputed interest		(4,477	)
Total operating lease liabilities, net of interest	$	90,900

F-18

NOTE 7 –CONVERTIBLE LOANS

In June 2018 and August 2019, the Company entered into two Convertible Loan Agreements (the “First Batch CL Agreements”) with Ko Chang Wai Fong and Chih Lee Siow (together, the “First Batch Buyer”), respectively, of which Ko Chang Wai Fong is a related party of the Company as mentioned in Note 14. Under the First Batch CL Agreements, the First Batch Buyer agreed to purchase and the Company agreed to issue and sell, for up to an aggregate principal amount of $807 thousand, loans convertible ordinary shares of the Company (the “First Batch Loans”), which were received in cash by the Company. The First Batch CL Agreement provides that the First Batch Loans will bear an annual interest rate of five percent (5%) and that the conversion price per share equal 75% multiplied by the market price (as defined in the First Batch CL Agreements), representing a discount of 25%, and that each First Batch Loan will mature 27 and 12 months following the commencement date, respectively.

In August 2020, the First Batch CL Agreements were amended to provide that (i) the annual interest rate on the First Batch Loans should be changed to eight percent (8%) applicable from August 2020; and (ii) the First Batch Loans shall be extended to an extended maturity date in July 2023.

During the period from July 2020 to April 2022, the Company entered into additional five Convertible Loan Agreements (the “Second Batch CL Agreements”) with Hermsley Capital 1 Pty Ltd, Win Chance Holdings Limited and Shing Kong Limited (together, the “Second Batch Buyer”), of which Hermsley Capital 1 Pty Ltd is a related party of the Company as mentioned in Note 14. Under the Second Batch CL Agreements, the Second Batch Buyer agreed to purchase and the Company agreed to issue and sell, for up to an aggregate principal amount of $1,581 thousand, loans convertible ordinary shares of the Company (the “Second Batch Loans”), which were received in cash by the Company. The Second Batch CL Agreement provides that the Second Batch Loans will bear an annual interest rate of eight percent (8%) and that the conversion price per share equal 75% multiplied by the market price (as defined in the Second Batch CL Agreements), representing a discount of 25%, and that each Second Batch Loan will mature 24 to 36 months following the commencement date.

Conversion feature

In accordance with ASC 815-15-25 the conversion feature was considered embedded derivative instruments and is to be recorded at its fair value separately from the convertible loans, within current liabilities in the Company’s balance sheet. The conversion component is then marked to market each reporting period with the resulting gains or losses shown in the consolidated statements of operations.

The fair value of the conversion feature (hereafter “Convertible Component”) was estimated using partial differential equations, specifically the Crank-Nicolson finite-difference method to compute the Convertible Component’s fair value. The assumptions used to perform the Crank-Nicolson finite-difference model are detailed below:

	April 30,
	2022		2021
Expected volatility (%)		61.62 – 75.43		70.06 – 81.60
Risk-free interest rate (%)		1.59 – 2.81		0.12 – 0.21
Contractual term (years)		0.63 – 2.51		1.63 – 2.25
Probability for the next equity financing (%)		5.00		5.00
Convertible loans amount ($)		2,698,292		2,305,799
Fair value of the conversion feature ($)		62,726		71,997

Convertible loans

The loans amount, net of the Conversion Component (hereafter “convertible loans”), are $785,820 and $1,527,159 as of the agreement date for the First Batch Loans and Second Batch Loans, respectively. The convertible loans are accounted for according to the effective interest method.

Effective interest expense on the convertible loans totaled $199,009 and $109,138 during the years ended April 30, 2022 and 2021, respectively.

NOTE 8 – EQUITY

The equity of the Company as of April 30, 2022 and 2021 represents 20,000,000,000 ordinary shares authorized, 10,000,000 ordinary shares issued and outstanding with a par value of $0.000001 per share, amounting to $10. The subdivision of 1,000 shares to 10,000,000 shares on February 22, 2023 was retroactively applied as if the transaction occurred at the beginning of the period presented.

F-19

NOTE 9 – EMPLOYEE BENEFIT PLANS

HK SAR

The Company has a defined contribution pension scheme for its qualifying employees. The scheme assets are held under a provident fund managed by an independent fund manager. The Company and its employees are each required to make contributions to the scheme calculated at 5% of the employees’ basic salaries on monthly basis.

PRC

As stipulated by the regulations of the PRC, full-time employees of the Company are entitled to various government statutory employee benefit plans, including medical insurance, maternity insurance, workplace injury insurance, unemployment insurance, pension benefits and housing provident fund through a PRC government-mandated multi-employer defined contribution plan. The Company is required to make contributions to the plan and accrues for these benefits based on certain percentages of the qualified employees’ salaries.

Switzerland

The Company has a defined contribution pension scheme for its qualifying employees. The Company and its employees are each required to make contributions to the scheme calculated at 5.30% of the employees’ basic salaries on monthly basis.

NOTE 10 – PROVISION FOR INCOME TAXES

Cayman Islands

BioLingus (Cayman) Limited are incorporated in the Cayman Islands and are not subject to tax on income or capital gains under current Cayman Islands law. In addition, upon payment of dividends by these entities to the shareholders, no Cayman Islands withholding tax will be imposed.

British Virgin Islands

BioLingus (BVI) Limited are incorporated in the British Virgin Islands and are not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.

HK SAR

On March 21, 2018, the HK SAR Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 21, 2018 and was gazetted on the following day. Under the two-tiered profits tax rates regime, the first HK$2 million of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million will be taxed at 16.5%. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.

Accordingly, the HK SAR profits tax is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2 million.

No provision for Hong Kong Profits Tax has been made for the years ended April 30, 2022 and 2021 as the Company did not generate any assessable profits arising in Hong Kong during these two years.

PRC

Under the PRC Enterprise Income Tax Law (the “EIT Law”), the standard enterprise income tax rate for domestic enterprises and foreign invested enterprises is 25%. In January 2019, the State Administration of Taxation provides a preferential corporate income tax rate of 20% and an exemption ranged from 50% to 75% in the assessable taxable profits for entities qualified as small-size enterprises (the exemption range has been changed to from 50% to 87.5% for the period from January 1, 2021 to December 31, 2022, then the exemption range has been changed to from 75% to 87.5% for the period from January 1, 2022 to December 31, 2024). The policy is effective for the period from January 1, 2019 to December 31, 2024.

F-20

NOTE 10 – PROVISION FOR INCOME TAXES (CONTINUED)

No provision for enterprise income tax has been made for the years ended April 30, 2022 and 2021 as the Company did not generate any assessable profits arising in the PRC during these two years.

Switzerland

Swiss corporate income tax has been provided for at the rate of 8.5% in Federal Government and 6.00% in local government on estimated profits for the period.

No provision for Swiss corporate income tax has been made for the years ended April 30, 2022 and 2021 as the Company did not generate any assessable profits arising in Switzerland during these two years.

Deferred income taxes as of each of the following periods reflect the net tax effects of temporary differences between the carrying amounts of assets or liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s net deferred tax asset were as follows:

	April 30,
	2022			2021
	(Restated)			(Restated)
Deferred tax asset
Net operating loss carryforwards	$	279,107		$	145,273
Total deferred tax asset		279,107			145,273
Valuation allowance		(279,107	)		(145,273	)
Deferred tax asset, net of allowance	$	-		$	-

Realization of the Company’s deferred tax asset is dependent upon the Company generating sufficient taxable income in future years to obtain benefit from the reversal of temporary differences.

Management considered all available evidence under existing tax law and anticipated expiration of tax statutes and determined that a valuation allowance of $279,107 (Restated) and $145,273 (Restated) was required as of April 30, 2022 and 2021, respectively for the deferred tax asset that is not expected to provide future tax benefits.

As of April 30, 2022, the Company has available net operating loss carryforwards of $667,283 for PRC enterprise income tax purposes, all of which were generated since 2019. The net operating loss carryforwards in the PRC will expire in 3 to 5 years if not utilized.

As of April 30, 2022, the Company has available net operating loss carryforwards of $1,713,539 (Restated) for Swiss corporate income tax purposes. The net operating loss carryforwards in the Switzerland will expire in 1 to 7 years if not utilized.

Uncertain tax positions are evaluated based upon the facts and circumstances that exist at each reporting period. Subsequent changes in judgment based upon new information may lead to changes in recognition, derecognition, and measurement. Adjustment may result, for example, upon resolution of an issue with the taxing authorities or expiration of a statute of limitations barring an assessment for an issue. As of April 30, 2022, the Company has no uncertain tax positions.

F-21

The Company files income tax returns in the HK SAR, the PRC and Switzerland. The Company’s tax returns from inception through April 30, 2022 remain open and subject to examination. The Company is not currently under examination by any taxing authorities.

The Company’s policy is to recognize interest and penalties related to income tax matters as a component of income tax expense. The Company has not recognized interest or penalties in its consolidated statements of operations since inception.

NOTE 11 – SEGMENT REPORTING

The following table sets forth the Company’s long-lived assets by geographic area, which consists of operating lease right-of-use assets:

	April 30,
	2022		2021
Switzerland	$	-	$	211,235
The PRC		90,900		156,132
Total	$	90,900	$	367,367

NOTE 12 – LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss per share attributable to ordinary shareholders (in US dollars, except number of share):

	April 30,
	2022			2021
	(Restated)			(Restated)
Numerator:
Net loss attributable to ordinary shareholders	$	(1,419,948	)	$	(2,032,488	)
Denominator:
Weighted average shares outstanding		10,000,000			10,000,000
Loss per share – Basic and diluted	$	(0.14	)	$	(0.20	)

The following outstanding shares of potentially dilutive convertible loans were excluded from the computation of diluted loss per share attributable to ordinary shareholders for the periods presented because including them would have been anti-dilutive:

	April 30,
	2022			2021
Convertible loans		6,600,299	*		3,953,774	*
Denominator:
Weighted average shares outstanding		16,600,299			13,953,774
Loss per share – anti-diluted	$	(0.08	)	$	(0.14	)

* The number of outstanding shares of potentially dilutive convertible loans was calculated by assuming a market price of $0.5 per share and the conversion price per share equal 75% multiplied by the market price. The number of outstanding shares of potentially dilutive convertible loans would be more/less than 6,600,299 shares as of April 30, 2022 by assuming a market price of $0.2 per share/$0.8 per share, respectively; and the conversion price per share equal 75% multiplied by the market price. Thus, including outstanding shares of potentially dilutive convertible loans in the computation of diluted loss per share attributable to ordinary shareholders would have been anti-dilutive, which is independent of the assuming market price.

F-22

NOTE 13 – RISKS

A.	Credit risk
	Bank balances
	The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies. The Company is exposed to concentration of credit risk on liquid funds which are deposited with several banks with high credit ratings.
	Deposit and other receivables
	The Company assessed the impairment for its other receivables individually based on internal credit rating and ageing of these debtors which, in the opinion of the directors, have had no significant increase in credit risk since initial recognition. Based on the impairment assessment performed by the Company, the directors consider the loss allowance for deposits and other receivables as of April 30, 2022 and 2021 is $321 and $503, respectively.

B.	Interest risk
	Cash flow interest rate risk
	The Company is exposed to cash flow interest rate risk through the changes in interest rates related mainly to the Company’s variable-rates bank balances.
	The Company currently does not have any interest rate hedging policy in relation to fair value interest rate risk and cash flow interest rate risk. The directors monitor the Company’s exposures on an ongoing basis and will consider hedging the interest rate should the need arises.
	Sensitivity analysis
	The Company’s exposure to the risk of changes in cash flow interest rate relates primarily to the Company’s bank balances with floating interest rates.
	The sensitivity analysis below has been determined assuming that a change in interest rates had occurred at the end of the reporting period and had been applied to the exposure to interest rates for financial instruments in existence at that date. 1% increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
	If interest rates had been 1% higher or lower and all other variables were held constant, the Company’s post tax loss for the years ended April 30, 2022 and 2021 would have decreased or increased by approximately $1,579 and $1,128, respectively.

F-23

NOTE 13 – RISKS (CONTINUED)

C.	Foreign currency risk
	Foreign currency risk is the risk that the holding of foreign currency assets will affect the Company’s financial position as a result of a change in foreign currency exchange rates.
	The Company’s monetary assets and liabilities are mainly denominated in HK$, RMB and CHF, which are the same as the functional currencies of the relevant group entities. Hence, in the opinion of the directors of the Company, the currency risk of $ is considered insignificant. The Company currently does not have a foreign currency hedging policy to eliminate the currency exposures. However, the directors monitor the related foreign currency exposure closely and will consider hedging significant foreign currency exposures should the need arise.

D. Economic and political risks

The Company’s operations are mainly conducted in Switzerland and to a lesser extent, HK SAR and the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in Switzerland, HK SAR and the PRC.

The Company’s operations in Switzerland, HK SAR and the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in Switzerland, HK SAR and the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

E.	Inflation Risk
	Management monitors changes in prices levels. Historically inflation has not materially impacted the Company’s audited consolidated financial statements; however, significant increases in the price of labor that cannot be passed to the Company’s customers could adversely impact the Company’s results of operations.

NOTE 14 – RELATED PARTY TRANSACTIONS

The summary of amounts due from and due to related parties as the following:

		April 30,
		2022		2021
		(Restated)		(Restated)
Due from a related party consist of the following:
BioLingus IP II GmbH	Due from a related party	$	41,283	$	127,760
Due to related parties consist of the following:
Alpinium GmbH	Borrowings		22,863		24,348
Ko Chang Wai Fong	Convertible loans		318,164		298,074
Hermsley Capital 1 Pty Ltd	Convertible loans		592,645		311,016
Sai Ying Thomas Ko	Due to a related party		3,052,841		3,017,099
Yves Decadt	Due to a related party		386,343		380,218
Didier Coquoz	Due to a related party		2,117		2,187
Leslie Yu	Due to a related party		311,374		105,563
Leslie Yu	Accrued salary		24,527		7,347
		$	4,710,874	$	4,145,852

F-24

NOTE 14 – RELATED PARTY TRANSACTIONS (CONTINUED)

As of April 30, 2022 and 2021, the amount due from BioLingus IP II GmbH, a company controlled by Sai Ying Thomas Ko, Yves Decadt and Didier Coquoz, shareholders of the Company, is $41,283 (Restated) and $127,760 (Restated), respectively, and are unsecured, interest free and have no fixed terms of repayment.

The balance consists of the following:

	April 30,
	2022			2021
	(Restated)			(Restated)
Due from a related party	$	41,458		$	128,268
Less: allowance for expected credit loss		(175	)		(508	)
	$	41,283		$	127,760

	April 30,
	2022			2021
Balance at beginning of the year	$	(508	)	$	(300	)
Reversal of provision (Provision)		319			(190	)
Effect of currency translation adjustment		14			(18	)
Ending balance	$	(175	)	$	(508	)

As of April 30, 2022 and 2021, the amount due to Alpinium GmbH, a company controlled by Yves Decadt, is $22,863 and $24,348, respectively, and is interest-bearing at 0.25% per annum, unsecured and repayable on demand. Interest expense of $60 and $60 was recognized during the years ended April 30, 2022 and 2021, respectively.

On June 1, 2018, Ko Chang Wai Fong, the mother of Sai Ying Thomas Ko, agreed to purchase, for up to a principal amount of $256 thousand, loans convertible ordinary shares of the Company with an original 27 month maturity date. The loan bears an annual interest rate of five percent (5%) and has a conversion price per share equal 75% multiplied by the market price (as defined in the First Batch CL Agreements), representing a discount of 25%. On August 30, 2020, the loan was amended to provide that (i) the annual interest rate should be changed to eight percent (8%) applicable from August 30, 2020; and (ii) the loan shall be extended to an extended maturity date on July 30, 2023. Effective interest expense of $20,090 and $18,564 was recognized during the years ended April 30, 2022 and 2021, respectively.

On July 1, 2020, November 1, 2021 and April 22, 2022, Hermsley Capital 1 Pty Ltd, a company controlled by Sai Ying Thomas Ko’s son, Byron William Ko, agreed to purchase, for up to an aggregate principal amount of $555 thousand, loans convertible ordinary shares of the Company with an original 24 to 36 month maturity date. The loans bear an annual interest rate of eight percent (8%) and has a conversion price per share equal to 75% multiplied by the market price (as defined in the Second Batch CL Agreements), representing a discount of 25%. Effective interest expense of $35,461 and $21,006 was recognized during the years ended April 30, 2022 and 2021.

As of April 30, 2022 and 2021, the amounts due to Sai Ying Thomas Ko, one of the directors and shareholders of the Company, are $3,052,841 and $3,017,099, respectively, and are unsecured, interest free and have no fixed terms of repayment.

As of April 30, 2022 and 2021, the amounts due to Yves Decadt, one of the directors and shareholders of the Company, are $386,343 and $380,218, respectively. The balances of $375,980 and $369,855 as of April 30, 2022 and 2021, respectively, are interest-bearing at 0.25% per annum, unsecured, and have no fixed terms of repayment. The remaining balances of $10,363 and $10,363 as of April 30, 2022 and 2021, respectively, are unsecured, interest free and have no fixed terms of repayment. Interest expense of $1,063 and $545 was recognized during the years ended April 30, 2022 and 2021, respectively.

As of April 30, 2022 and 2021, the amounts due to Didier Coquoz, one of the shareholders of the Company, are $2,117 and $2,187, respectively, and are unsecured, interest free and have no fixed terms of repayment.

As of April 30, 2022 and 2021, the amount due to Leslie Yu, one of the general manager of BL BJ, is $311,374 and $105,563, and the accrued salary due to Leslie Yu is $24,527 and $7,347, respectively, and are unsecured, interest free and have no fixed terms of repayment.

NOTE 15 – IMPACT OF COVID-19

The Coronavirus Disease 2019 (“COVID-19”) pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains, and created significant volatility and disruption of financial markets. We have experienced some resulting disruptions to our business operations, and we expect the COVID-19 pandemic could have a material adverse impact on our business and financial performance.

Due to ongoing recession caused by the COVID-19 Pandemic, the Company’s business is likely to be adversely impacted. The effects of recession can also increase economic instability with our vendors.

NOTE 16 – SUBSEQUENT EVENTS

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has analyzed its operations subsequent to April 30, 2022 to the date of March 28, 2023, these audited consolidated financial statements were issued, unless as disclosed below, there are not any material subsequent events that require disclosure in these audited consolidated financial statements.

On October 31, 2022, the parties to the First Batch CL Agreements and Second Batch CL Agreements amended the agreements, so that (i) the conversion rights were irrevocably and unconditionally waived by the First Batch Buyer and Second Batch Buyer; and (ii) one of the First Batch Loans and three of the Second Batch Loans shall be amended to an amended maturity date ranging from July 3 to July 31, 2023, the maturity date of the remaining Convertible Loan Agreements stay the same.

F-25

BIOLINGUS (CAYMAN) LIMITED

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

	Page
For the Six Months Ended October 31, 2022 and 2021
Unaudited Condensed Consolidated Balance Sheets	F-27
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	F-28
Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit	F-29
Unaudited Condensed Consolidated Statement of Cash Flows	F-30
Notes to the Unaudited Condensed Consolidated Financial Statements	F-31

F-26

BIOLINGUS (CAYMAN) LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF OCTOBER 31, 2022 AND APRIL 30, 2022

(Stated in US Dollars)

	October 31, 2022			April 30, 2022
	(Restated)			(Restated)
ASSETS
Cash and cash equivalents	$	98,469		$	157,925
Deposits, prepayments and other receivables, net		45,081			66,822
Due from a related party		-			41,283
Total current assets		143,550			266,030
Right-of-use assets, operating leases		33,962			90,900
TOTAL ASSETS	$	177,512		$	356,930
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Accruals and other payables		613,826			504,749
Due to related parties		3,750,441			3,775,538
Lease liabilities – current		25,637			71,051
Convertible component in convertible loans		-			62,726
Convertible loans		-			1,114,476
Short-term loans measured at fair value		2,330,018			-
Total current liabilities		6,719,922			5,528,540
Accruals – non-current		861,884			885,152
Convertible loans– non-current		-			1,583,816
Long-term loans measured at fair value		246,598			-
Lease liabilities – non-current		8,325			19,849
Total non-current liabilities		1,116,807			2,488,817
TOTAL LIABILITIES	$	7,836,729		$	8,017,357
Commitments and contingencies
SHAREHOLDERS’ DEFICIT
Ordinary share, par value $0.000001, 20,000,000,000 shares authorized; 10,000,000 shares issued and outstanding as of October 31, 2022 and April 30, 2022	$	10		$	10
Additional paid-in capital		118			118
Accumulated deficit		(7,848,783	)		(7,747,956	)
Accumulated other comprehensive income		189,438			87,401
Total Shareholders’ Deficit		(7,659,217	)		(7,660,427	)
TOTAL LIABILTIES AND SHAREHOLDERS’ DEFICIT	$	177,512		$	356,930

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-27

BIOLINGUS (CAYMAN) LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE SIX MONTHS ENDED OCTOBER 31, 2021 AND 2022

(Stated in US Dollars)

	October 31, 2022			October 31, 2021
	(Restated)			(Restated)
Research and development expenses	$	51,804		$	106,548
General and administrative expenses		160,059			856,440
Total operating expenses		211,863			962,988
Operating loss		(211,863	)		(962,988	)
Other income		53,341			112,578
Financing income (expenses), net
Change in fair value of convertible component in convertible loans		5,092			8,078
Gain from extinguishment in connection with convertible loan restructuring		163,500			-
Interest expenses		(110,897	)		(93,657	)
Total financing income (expenses), net		57,695			(85,579	)
Loss before taxes		(100,827	)		(935,989	)
Provision for income taxes		-			-
Net loss	$	(100,827	)	$	(935,989	)
Other comprehensive income (loss)
Foreign currency translation adjustment		102,037			1,952
Total comprehensive income (loss)	$	1,210		$	(934,037	)
Loss per share – Basic and diluted	$	(0.01	)	$	(0.09	)
Basic and diluted weighted average shares outstanding		10,000,000			10,000,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-28

BIOLINGUS (CAYMAN) LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED OCTOBER 31, 2021 AND 2022

(Stated in US Dollars)

							Accumulated
	Number				Additional		Other
	of		Ordinary		Paid-in		Comprehensive			Accumulated
	Shares		Shares		Capital		Loss			Deficit			Total
Balance, May 1, 2021 (Restated)		10,000,000	$	10	$	118	$	(40,819	)	$	(6,328,008	)	$	(6,368,699	)
Net loss		-		-		-		-			(935,989	)		(935,989	)
Foreign currency translation adjustment		-		-		-		1,952			-			1,952
Balance, October 31, 2021 (Restated)		10,000,000	$	10	$	118	$	(38,867	)	$	(7,263,997	)	$	(7,302,736	)

							Accumulated
	Number				Additional		Other
	of		Ordinary		Paid-in		Comprehensive		Accumulated
	Shares		Shares		Capital		Income		Deficit			Total
Balance, May 1, 2022 (Restated)		10,000,000	$	10	$	118	$	87,401	$	(7,747,956	)	$	(7,660,427	)
Net loss		-		-		-		-		(100,827	)		(100,827	)
Foreign currency translation adjustment		-		-		-		102,037		-			102,037
Balance, October 31, 2022 (Restated)		10,000,000	$	10	$	118	$	189,438	$	(7,848,783	)	$	(7,659,217	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-29

BIOLINGUS (CAYMAN) LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2021 AND 2022

(Stated in US Dollars)

	October 31, 2022			October 31, 2021
	(Restated)			(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(100,827	)	$	(935,989	)
Adjustments to reconcile net loss to net cash used in operating activities:
Finance costs		48,811			93,657
Depreciation		51,102			102,462
Change in fair value of convertible component in convertible loans		(5,092	)		(8,078	)
Reversal of expected credit loss allowance		(241	)		(128	)
Gain from extinguishment in connection with convertible loan restructuring		(163,500	)		-
Changes in operating assets and liabilities:
Other receivables		18,993			30,167
Other payables		140,488			534,507
Operating lease liabilities		(51,102	)		(102,462	)
Net cash used in operating activities		(61,368	)		(285,864	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advance from related parties		171,615			249,992
Advance to related parties		(107,056	)		(36,054	)
Net cash provided by financing activities		64,559			213,938
Net increase (decrease) in cash and cash equivalents		3,191			(71,926	)
Effect of foreign currency translation on cash and cash equivalents		(62,647	)		(14,036	)
Cash and cash equivalents, beginning of period		157,925			112,805
Cash and cash equivalents, end of period	$	98,469		$	26,843
Supplementary cash flow information:
Taxes paid	$	-		$	-
Interest paid	$	62,086		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-30

BIOLINGUS (CAYMAN) LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2022 AND 2021

(Stated in US Dollars)

NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

BioLingus (Cayman) Limited (“BL Cayman” or the “Company”) was incorporated in the Cayman Islands on August 8, 2018 as an investment holding company. The Company conducts its primary operations through its indirectly wholly owned subsidiaries BioLingus (Hong Kong) Limited (“BL HK”), BioLingus Beijing (“BL BJ”) and Biolingus IP GmbH (“BL Swiss”) which are incorporated and domiciled in Hong Kong (“HK SAR”), the mainland of the People’s Republic of China (the “PRC”) and Switzerland, respectively; BL HK, BL BJ and BL Swiss are biotech companies spearheading the development of oral (sublingual) and mucosal delivery of peptides and proteins for chronic diseases, such as diabetes, obesity, and inflammatory diseases via its innovative formulation technology.

The Company owns BioLingus (BVI) Limited (“BL BVI”) an investment holding company that was incorporated in the British Virgin Islands on August 2, 2019. The primary purpose of BL BVI is to hold BL HK.

The following is an organization chart of the Company and its subsidiaries:

GOING CONCERN

As of October 31, 2021, the Company had a working capital deficit of $4,060,126 (Restated), has incurred a net loss of $935,989 (Restated) and had an accumulated deficit of $7,263,997 (Restated), and its net cash used in operating activities for six months ended October 31, 2021 was $285,864 (Restated). These circumstances gave rise to substantial doubt that the Company would continue as a going concern subsequent to October 31, 2021. As of October 31, 2022, the Company had a working capital deficit of $6,576,372, has incurred a net loss of $100,827 (Restated) and had an accumulated deficit $7,848,783 (Restated) and its net cash used in operating activities for the six months ended October 31, 2022 was $61,368 (Restated); accordingly, as of the date of this report, there still exist substantial doubt that the Company will continue as going concern. To date, the Company has no product candidates approved for sale and therefore the Company has not generated any revenue from its products. The Company has not generated any revenue from collaboration or other agreements. Management expects operating loss and negative cash flows to continue for the foreseeable future, until such time, if ever, that it can generate significant sales from its product candidates currently in development or through collaboration or other agreements. The Company’s prospects are subject to risks and uncertainties frequently encountered by companies in the biotechnology industry as discussed in Note 2. Additionally, the Company plans to raise capital via private placement or public offering in the event that the Company does not have adequate liquidity to meet its current obligations.

F-31

GOING CONCERN (CONTINUED)

While the Company has been able to raise multiple rounds of financing, there can be no assurance that additional financing will be available on terms which are favorable or at all. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on the Company’s ability to achieve its intended business objectives.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Method of accounting

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries (collectively the “Company”). Management has eliminated all significant inter-company balances and transactions in preparing the accompanying unaudited condensed consolidated financial statements.

Management has prepared the accompanying unaudited condensed consolidated financial statements and these notes in accordance to generally accepted accounting principles in the United States (“US GAAP”). The Company maintains its general ledger and journals with the accrual method accounting.

The unaudited condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of October 31, 2022, and results of operations and cash flows for the six months ended October 31, 2022 and 2021. The unaudited condensed consolidated balance sheet as of April 30, 2022 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended April 30, 2022 and 2021, and related notes included in the Company’s audited consolidated financial statements.

Principles of consolidation

The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company, and each of the following entities:

	Place of	Attributable equity		Registered/Issued
Name of Company	Incorporation	interest %		Capital
BioLingus (Cayman) Limited	Cayman Islands		100	$	10
BioLingus (BVI) Limited	BVI		100	$	1
BioLingus (Hong Kong) Limited	HK SAR		100	HK$	1,000
BioLingus (Beijing)	the PRC		100	HK$	30,000,000
Biolingus IP GmbH	Switzerland		100	CHF	20,000

F-32

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates include fair value estimates of derivative liabilities and short-term and long-term loans measured at fair value discussed in Note 7. Management makes these estimates using the best information available when the calculations are made; however, actual results could differ materially from those estimates.

Risks and uncertainties

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies, clinical trials and regulatory approval prior to commercialization. These efforts require significant amounts of additional resources, adequate personnel, infrastructure and extensive compliance and reporting.

The Company’s product candidates are still in development and, to date, none of the Company’s product candidates have been approved for sale and, therefore, the Company has not generated any revenue from any of its products.

There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate any revenue from any of its products. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies.

The Company relies and expects to continue to rely on a small number of vendors to manufacture supplies and materials for its use in the clinical trial programs. These programs could be adversely affected by a significant interruption in these manufacturing services.

Accounting for the impairment of long-lived assets

The Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may become obsolete from a difference in the industry, introduction of new technologies, or if the Company has inadequate working capital to utilize the long-lived assets to generate adequate profits. Impairment is present if the carrying amount of an asset is less than its expected future undiscounted cash flows.

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported lower the carrying amount or fair value fewer costs to selling.

F-33

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accrued research and development expenses

The Company has entered into various agreements with contract manufacturing organizations (“CMOs”) and contract research organizations (“CROs”). The Company’s research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced, are included in other current liabilities on the unaudited condensed consolidated balance sheets. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to CMOs and CROs under these arrangements in advance of the performance of the related services are recorded as deposits, prepayments and other receivables, net on the unaudited condensed consolidated balance sheets until the services are rendered. Research and development expenses include laboratory research expense, employee benefit expense and other research expenses. All research and development costs are expensed as incurred.

General and administrative expenses

General and administrative expenses include employee benefit expense, depreciation, and other office expenses.

Cash and cash equivalents

The Company considers cash, bank deposit and all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. Cash consists primarily of cash in accounts held at financial institutions.

Lease

Effective May 1, 2019, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that do not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similarly owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.

As of October 31, 2022 and April 30, 2022, there were approximately $0.03 million and $0.09 million right of use (“ROU”) assets and approximately $0.03 million and $0.09 million lease liabilities based on the present value of the future minimum rental payments of leases, respectively. The Company’s management believes that using an interest rate of Company’s convertible loans at 8% (interest rate of convertible loans as mentioned in Note 7) was the most indicative rate of the Company’s borrowing cost for the calculation of the present value of the lease payments.

Derivatives

Derivative instruments are recognized on the balance sheet at their fair value, with changes in the fair value recognized as a component of financial expenses, net in the statements of income.

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

F-34

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Commitments and contingencies

From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The majority of these claims and proceedings related to or arise from commercial disputes. The Company first determine whether a loss from a claim is probable, and if it is reasonable to estimate the potential loss. The Company accrues costs associated with these matters when they become probable, and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Also, the Company disclose a range of possible losses, if a loss from a claim is probable but the amount of loss cannot be reasonably estimated, which is in line with the applicable requirements of Accounting Standard Codification 450. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact on the Company’s unaudited condensed consolidated financial position, results of operations and cash flows.

Related parties

The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Foreign currency translation

The accompanying unaudited condensed consolidated financial statements are presented in United States dollar (“$”). The functional currency of the Company is the Hong Kong dollar (“HK$”), the Chinese Yuan (“Renminbi” or “RMB”) and the swiss franc (“Confoederatio Helvetica Franc” or “CHF”). BL HK’s assets and liabilities are translated into $ from HK$ at year/period-end exchange rates. BL BJ and BL Swiss’s assets and liabilities are translated into $ from RMB and CHF, respectively. Their revenues and expenses are translated at the respective average exchange rate during the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

	October 31, 2022		April 30, 2022		October 31, 2021
Period-end $: HK$ exchange rate		7.8000		7.8000		7.8000
Period average $: HK$ exchange rate		7.8000		7.8000		7.8000
Period-end $: RMB exchange rate		7.3003		6.6085		6.3967
Period average $: RMB exchange rate		6.9035		6.4108		6.4321
Period-end $: CHF exchange rate		1.0005		0.9742		0.9153
Period average $: CHF exchange rate		0.9706		0.9226		0.9158

Adoption of new accounting standard

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASC Topic 606”). ASU 2014-09 provides a single comprehensive revenue recognition framework and supersedes almost all existing revenue recognition guidance including industry-specific revenue guidance. Included in the new principle-based revenue recognition model are changes to the basis for determining the timing of revenue recognition. In addition, the standard expands and improves revenue disclosures. The Company adopted the new standard effective May 1, 2020, the first day of the Company’s fiscal year, using the modified retrospective approach. As part of the adoption of this standard, the Company was required to apply the standard to new contracts and those not completed as of the date of adoption.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) to replace the incurred loss impairment methodology under U.S. GAAP. This ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which could result in earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model will require the Company to use a forward-looking expected credit loss impairment methodology for the recognition of credit losses for financial instruments at the time the financial asset is originated or acquired, and require a loss be incurred before it is recognized. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The new standard will apply to account receivable, contract assets and other financial instruments. This standard is effective for the Company for its fiscal year beginning after December 15, 2022. Adoption of ASU 2016-13 will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date. The Company early adopted ASU 326 effective May 1, 2020, the first day of the Company’s fiscal year. The adoption of ASU 326 did not have a material impact on the Company’s financial position, results of operations or cash flows.

Revenue recognition

The Company adopted ASC 606 “Revenue Recognition.” It recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company recognizes revenue based on the consideration specified in the applicable agreement.

Revenue from contracts with customers is recognized using the following five steps:

1.	Identify the contract(s) with a customer;
2.	Identify the performance obligations in the contract;
3.	Determine the transaction price;
4.	Allocate the transaction price to the performance obligations in the contract; and
5.	Recognize revenue when (or as) the entity satisfies a performance obligation.

Generally, revenues are recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or price for each performance obligation in the form of a service or a product, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and the Company is reasonably assured that funds have been or will be collected from the customer.

A summary of each of the Company’s revenue streams under ASC 606 is as follows:

License income

License income is recognized at a point in time when the customer is able to use and benefit from the license. Such income was recognized at the beginning of the license term in prior years. As of October 31, 2022 and 2021, there is no license income.

Consultancy income

Revenue from the rendering of consultancy services is recognized over the scheduled period on the straight-line basis because the customer simultaneously receives and consumes the benefits provided by the Company.

In the opinion of the management, the forementioned income did not constitute the principal activities of the Company and thus, was included in other income.

F-35

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Effective May 1, 2019, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that do not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.

Expected credit loss

ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Company adopted the new standard effective May 1, 2020, the first day of the Company’s fiscal year and applied to accounts receivable and other financial instruments. The adoption of this guidance did not materially impact the net earning and financial position and has no impact on the cash flows.

Retirement benefits

Retirement benefits in the form of mandatory government-sponsored defined contribution plans are charged to either expense as incurred.

Income taxes

The Company recognizes deferred income tax assets or liabilities for expected future tax consequences of events recognized in the unaudited condensed consolidated financial statements or tax returns. Under this method, deferred income tax assets or liabilities are determined based upon the difference between the unaudited condensed consolidated financial statement and income tax bases of assets and liabilities using enacted tax rates expected to apply when the differences settle or become realized. Valuation allowances are provided when it is more likely than not that a deferred tax asset is not realizable or recoverable in the future.

The Company determines that the tax position is more likely than not to be sustained and records the largest amount of benefit that is more likely than not to be realized when the tax position is settled. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense.

Comprehensive income (loss)

The Company presents comprehensive income (loss) in accordance with ASC Topic 220, Comprehensive Income. ASC Topic 220 states that all items that are required to be recognized under accounting standards as components of comprehensive income (loss) be reported in the consolidated financial statements. The components of comprehensive income (loss) were the net income for the years and the foreign currency translation adjustments.

F-36

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Loss per share

The Company computes loss per share following ASC Topic 260, “Earnings per share.” Basic loss per share is measured as the loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted loss per share presents the dilutive effect on a per-share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive impacts of potentially convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warranties are computed using the treasury stock method. Potentially anti-dilutive securities (i.e., those that increase income per share or decrease loss per share) are excluded from diluted loss per share calculation. Accordingly, in periods of net loss, no potential shares are considered. Details refer to Note 12.

Segment reporting

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments. The Company operates and manages its business as one reportable and operating segment, which is the business of development of oral (sublingual) and mucosal delivery of peptides and proteins for chronic diseases, such as diabetes, obesity, and inflammatory diseases via its innovative formulation technology. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance.

Financial instruments

The Company’s financial instruments, including cash and cash equivalents, deposits and other receivables, other payables, accrued liabilities and amounts due from (to) related parties, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurement” requires disclosing the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments” defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash and cash equivalents, other receivables, other payables, accrued liabilities and amounts due from (to) related parties, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

● Level 1 – inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets.

● Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and information that are observable for the asset or liability, either directly or indirectly, for substantially the financial instrument’s full term.

● Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815.

F-37

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations.

The Company’s financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

	Balance as of October 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Short-term loans measured at fair value (Note 7)		-		-		2,330,018		2,330,018
Long-term loans measured at fair value (Note 7)		-		-		246,598		246,598
Total liabilities		-		-		2,576,616		2,576,616

	Balance as of April 30, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Fair value of convertible component in convertible loans (Note 7)		-		-		62,726		62,726
Total liabilities		-		-		62,726		62,726

The following table presents the changes in fair value of the level 3 liabilities for the six months ended October 31, 2022 and year ended April 30, 2022:

	Changes in Fair Value
Liabilities:
Convertible component in convertible loan outstanding at May 1, 2021	$	71,997
Fair value of issued level 3 liability		8,831
Changes in fair value		(18,102	)
Convertible component in convertible loan outstanding at April 30, 2022		62,726
Changes in fair value		(5,092	)
Extinguishment of embedded conversion feature in connection with convertible loan restructuring		(57,634	)
Fair value of short-term loans in connection with convertible loan restructuring		2,330,018
Fair value of long-term loans in connection with convertible loan restructuring		246,598
Fair value of short-term and long-term loans in connection with convertible loan restructuring outstanding at October 31, 2022	$	2,576,616

F-38

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Modifications or exchanges

Modifications to, or exchanges of, financial instruments such as convertible loans, are accounted for as a modification or an extinguishment, following to provisions of ASC 470-50, “Modifications and Extinguishments”, under which modifications or exchanges are generally considered extinguishments with gains or losses recognized in current earnings if the terms of the new debt and original instrument are substantially different. Such an assessment is done by management either quantitatively (i.e., when the present value of the cash flows under the new debt instrument terms is at least 10% different from the present value of the remaining cash flows under the original instrument terms) or qualitatively based on the facts and circumstances of each transaction.

If the terms of a debt instrument are changed or modified and the present value of the cash flows under the terms of the new debt instrument is less than 10%, the debt instruments are not considered to be substantially different, except in the following two circumstances (i) the transaction significantly affects the terms of an embedded conversion option, such that the change in the fair value of the embedded conversion option (calculated as the difference between the fair value of the embedded conversion option immediately before and after the modification or exchange) is at least 10% of the carrying amount of the original debt instrument immediately before the modification or exchange or (ii) the transaction adds a substantive conversion option or eliminates a conversion option that was substantive at the date of the modification or exchange.

If the original and new debt instruments are considered as “substantially different”, the original debt is derecognized and the new debt is initially recorded at fair value, with the difference recognized as an extinguishment gain or loss under financing expenses or income, net as applicable.

Recent accounting pronouncements

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of this ASU will have on its unaudited condensed consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes”, which simplify various aspects related to the accounting for income taxes. This ASU removes exceptions to the general principles in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. For the Company, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its unaudited condensed consolidated financial statements and related disclosures.

F-39

NOTE 2.1 – RESTATEMENT OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company has restated the accompanying unaudited condensed consolidated financial statements and related disclosures for the six-month periods ended October 31, 2021 and 2022 that were previously included in Confidential draft No. 1 filed with the U.S. Securities and Exchange Commission on March 29, 2023 (the “DRS No.1”), in order to correct errors resulting from the incorrect revenue recognition of the license income, as the license income shall be recognized at a point in time when the customer is able to use and benefit from the license at the beginning of the license term, i.e., October 20, 2019, instead of on the straight-line basis over the license terms.

The following tables reflect the impact of the restatement adjustments to the specific line items presented in the Company’s previously reported unaudited condensed consolidated financial statements for the six-month periods ended October 31, 2021 and 2022. The amounts as previously reported were derived from the Company’s DRS No.1 (in U.S. dollars, except share and per share data).

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET AS OF APRIL 30, 2022

	Previously Reported			Restatement Impacts		Restated
	$			$		$
Cash and cash equivalents		157,925			-		157,925
Deposits, prepayments and other receivables, net		66,822			-		66,822
Due from a related party		21,988			19,295		41,283
Total current assets		246,735			19,295		266,030
Right-of-use assets, operating leases		90,900			-		90,900
TOTAL ASSETS		337,635			19,295		356,930
Accruals and other payables		504,749			-		504,749
Due to related parties		3,775,538			-		3,775,538
Lease liabilities - current		71,051			-		71,051
Convertible component in convertible loans		62,726			-		62,726
Convertible loans		1,114,476			-		1,114,476
Total current liabilities		5,528,540			-		5,528,540
Accruals – non-current		885,152			-		885,152
Convertible loans – non-current		1,583,816			-		1,583,816
Lease liabilities – non-current		19,849			-		19,849
Total non-current liabilities		2,488,817			-		2,488,817
TOTAL LIABILITIES		8,017,357			-		8,017,357
Ordinary share		10			-		10
Additional paid-in capital		118			-		118
Accumulated deficit		(7,761,692	)		13,736		(7,747,956	)
Accumulated other comprehensive income		81,842			5,559		87,401
Total Shareholders’ Deficit		(7,679,722	)		19,295		(7,660,427	)
TOTAL LIABILTIES AND SHAREHOLDERS’ DEFICIT		337,635			19,295		356,930

F-40

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET AS OF OCTOBER 31, 2022

	Previously Reported			Restatement Impacts			Restated
	$			$			$
Cash and cash equivalents		98,469			-			98,469
Deposits, prepayments and other receivables, net		45,081			-			45,081
Total current assets		143,550			-			143,550
Right-of-use assets, operating leases		33,962			-			33,962
TOTAL ASSETS		177,512			-			177,512
Accruals and other payables		613,826			-			613,826
Due to related parties		3,750,441			-			3,750,441
Lease liabilities - current		25,637			-			25,637
Short-term loans measured at fair value		2,330,018			-			2,330,018
Total current liabilities		6,719,922			-			6,719,922
Accruals – non-current		861,884			-			861,884
Long-term loans measured at fair value		246,598			-			246,598
Lease liabilities – non-current		8,325			-			8,325
Total non-current liabilities		1,116,807			-			1,116,807
TOTAL LIABILITIES		7,836,729			-			7,836,729
Ordinary share		10			-			10
Additional paid-in capital		118			-			118
Accumulated deficit		(7,843,152	)		(5,631	)		(7,848,783	)
Accumulated other comprehensive income		183,807			5,631			189,438
Total Shareholders’ Deficit		(7,659,217	)		-			(7,659,217	)
TOTAL LIABILTIES AND SHAREHOLDERS’ DEFICIT		177,512			-			177,512

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE SIX MONTHS ENDED OCTOBER 31, 2021

	Previously Reported			Restatement Impacts			Restated
	$			$			$
Research and development expenses		106,548			-			106,548
General and administrative expenses		856,440			-			856,440
Total operating expenses		962,988			-			962,988
Operating loss		(962,988	)		-			(962,988	)
Other income		134,596			(22,018	)		112,578
Total financing expenses, net		(85,579	)		-			(85,579	)
Loss before taxes		(913,971	)		(22,018	)		(935,989	)
Provision for income taxes		-			-			-
Net loss		(913,971	)		(22,018	)		(935,989	)
Foreign currency translation adjustment		2,161			(209	)		1,952
Total comprehensive loss		(911,810	)		(22,227	)		(934,037	)

F-41

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED OCTOBER 31, 2022

	Previously Reported			Restatement Impacts			Restated
	$			$			$
Research and development expenses		51,804			-			51,804
General and administrative expenses		160,059			-			160,059
Total operating expenses		211,863			-			211,863
Operating loss		(211,863	)		-			(211,863	)
Other income		72,708			(19,367	)		53,341
Total financing expenses, net		57,695			-			57,695
Loss before taxes		(81,460	)		(19,367	)		(100,827	)
Provision for income taxes		-			-			-
Net loss		(81,460	)		(19,367	)		(100,827	)
Foreign currency translation adjustment		101,965			72			102,037
Total comprehensive income		20,505			(19,295	)		1,210

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED OCTOBER 31, 2021

	Previously Reported			Restatement Impacts			Restated
	$			$			$
Net loss		(913,971	)		(22,018	)		(935,989	)
Adjustments to reconcile net loss to net cash used in operating activities:
Finance costs		93,657			-			93,657
Depreciation		102,462			-			102,462
Change in fair value of convertible component in convertible loans		(8,078	)		-			(8,078	)
Reversal of expected credit loss allowance		(128	)		-			(128	)
Changes in operating assets and liabilities:
Other receivables		30,167			-			30,167
Other payables		534,507			-			534,507
Operating lease liabilities		(102,462	)		-			(102,462	)
Net cash used in operating activities		(263,846	)		(22,018	)		(285,864	)
Advance from related parties		249,992			-			249,992
Advance to related parties		(58,072	)		22,018			(36,054	)
Net cash provided by financing activities		191,920			22,018			213,938
Net decrease in cash and cash equivalents		(71,926	)		-			(71,926	)
Effect of foreign currency translation on cash and cash equivalents		(14,036	)		-			(14,036	)
Cash and cash equivalents, beginning of period		112,805			-			112,805
Cash and cash equivalents, end of period		26,843			-			26,843

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED OCTOBER 31, 2022

	Previously Reported			Restatement Impacts			Restated
	$			$			$
Net loss		(81,460	)		(19,367	)		(100,827	)
Adjustments to reconcile net loss to net cash used in operating activities:					-
Finance costs		48,811			-			48,811
Depreciation		51,102			-			51,102
Change in fair value of convertible component in convertible loans		(5,092	)		-			(5,092	)
Reversal of expected credit loss allowance		(241	)		-			(241	)
Gain from extinguishment in connection with convertible loan restructuring		(163,500	)		-			(163,500	)
Changes in operating assets and liabilities:
Other receivables		18,993			-			18,993
Other payables		140,488			-			140,488
Operating lease liabilities		(51,102	)		-			(51,102	)
Net cash used in operating activities		(42,001	)		(19,367	)		(61,368	)
Advance from related parties		152,248			19,367			171,615
Advance to related parties		(107,056	)		-			(107,056	)
Net cash provided by financing activities		45,192			19,367			64,559
Net increase in cash and cash equivalents		3,191			-			3,191
Effect of foreign currency translation on cash and cash equivalents		(62,647	)		-			(62,647	)
Cash and cash equivalents, beginning of period		157,925			-			157,925
Cash and cash equivalents, end of period		98,469			-			98,469

F-42

NOTE 3 – RESEARCH AND DEVELOPMENT EXPENSES

	October 31,
	2022		2021
Laboratory research expense	$	17,011	$	69,963
Employee benefit expense		33,935		31,065
Miscellaneous expenses		858		5,520
Total	$	51,804	$	106,548

NOTE 4 – GENERAL AND ADMINISTRATIVE EXPENSES

	October 31,
	2022		2021
Employee benefit expense	$	87,272	$	556,909
Depreciation		51,102		102,462
Miscellaneous expenses		21,685		197,069
Total	$	160,059	$	856,440

NOTE 5 – DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES, NET

Deposits, prepayments and other receivables consist of the following as:

	October 31, 2022			April 30, 2022
Deposits, prepayments and other receivables
Other receivables	$	580		$	-
Prepaid expenses		18,512			28,452
Deposit		25,616			35,524
Value-added tax recoverable		602			3,167
Less: allowance for expected credit loss		(229	)		(321	)
Total	$	45,081		$	66,822

The movement of allowances for expected credit loss is as follow:

	October 31, 2022			April 30, 2022
Balance at beginning of the period/year	$	(321	)	$	(503	)
Reversal of provision		66			171
Effect of currency translation adjustment		26			11
Ending balance	$	(229	)	$	(321	)

NOTE 6 – LEASES

The Company has various operating leases for office and laboratory space. On May 1, 2019, the Company adopted Leases (Topic 842), using the modified-retrospective approach, and no right-of-use asset and lease liability was recognized as the Company did not have any existing contracts were, or contained, leases at the date of adoption. No cumulative-effect adjustment to retained earnings was required upon adoption of Topic 842. The lease agreements do not specify an explicit interest rate. The Company’s management believes that the convertible loans interest rate of 8% (as mentioned in Note 7) was the most indicative rate of the Company’s borrowing cost for the calculation of the present value of the lease payments.

As of October 31, 2022 and April 30, 2022, the right-of-use assets totaled $33,962, and $90,900, respectively.

As of October 31, 2022 and April 30, 2022, lease liabilities consist of the following:

	October 31, 2022		April 30, 2022
Lease liabilities - current portion	$	25,637	$	71,051
Lease liabilities - non-current portion		8,325		19,849
Total	$	33,962	$	90,900

F-43

NOTE 6 – LEASES (CONTINUED)

During the six months ended October 31, 2022 and 2021, the Company incurred total operating lease expenses of $66,117 and $144,867, respectively.

Other lease information is as follows:

	October 31, 2022			April 30, 2022
Weighted-average remaining lease term - operating leases		0.8 years			1.4 years
Weighted-average discount rate - operating leases		8.0	%		8.0	%

The following is a schedule of future minimum payments under operating leases as of October 31, 2022:

2023	$	27,124
2024		8,486
Total lease payments		35,610
Less: imputed interest		(1,648	)
Total operating lease liabilities, net of interest	$	33,962

NOTE 7 – CONVERTIBLE LOANS

In June 2018 and August 2019, the Company entered into two Convertible Loan Agreements (the “First Batch CL Agreements”) with Ko Chang Wai Fong and Chih Lee Siow (together, the “First Batch Buyer”), respectively, of which Ko Chang Wai Fong is a related party of the Company as mentioned in Note 14. Under the First Batch CL Agreements, the First Batch Buyer agreed to purchase and the Company agreed to issue and sell, for up to an aggregate principal amount of $807 thousand, loans convertible ordinary shares of the Company (the “First Batch Loans”), which were received in cash by the Company. The First Batch CL Agreement provides that the First Batch Loans will bear an annual interest rate of five percent (5%) and that the conversion price per share equal 75% multiplied by the market price (as defined in the First Batch CL Agreements), representing a discount of 25%, and that each First Batch Loan will mature 27 and 12 months following the commencement date, respectively.

In August 2020, the First Batch CL Agreements were amended to provide that (i) the annual interest rate on the First Batch Loans should be changed to eight percent (8%) applicable from August 2020; and (ii) the First Batch Loans shall be extended to an extended maturity date in July 2023.

During the period from July 2020 to April 2022, the Company entered into additional five Convertible Loan Agreements (the “Second Batch CL Agreements”) with Hermsley Capital 1 Pty Ltd, Win Chance Holdings Limited and Shing Kong Limited (together, the “Second Batch Buyer”), of which Hermsley Capital 1 Pty Ltd is a related party of the Company as mentioned in Note 14. Under the Second Batch CL Agreements, the Second Batch Buyer agreed to purchase and the Company agreed to issue and sell, for up to an aggregate principal amount of $1,581 thousand, loans convertible ordinary shares of the Company (the “Second Batch Loans”), which were received in cash by the Company. The Second Batch CL Agreement provides that the Second Batch Loans will bear an annual interest rate of eight percent (8%) and that the conversion price per share equal 75% multiplied by the market price (as defined in the Second Batch CL Agreements), representing a discount of 25%, and that each Second Batch Loan will mature 24 to 36 months following the commencement date.

On October 31, 2022, the parties to the First Batch CL Agreements and Second Batch CL Agreements amended the agreements, so that (i) the conversion rights were irrevocably and unconditionally waived by the First Batch Buyer and Second Batch Buyer; and (ii) one of the First Batch Loans and three of the Second Batch Loans shall be amended to an amended maturity date ranging from July 3 to July 31, 2023, the maturity date of the remaining Convertible Loan Agreements stay the same (the “Contract Modification”).

F-44

NOTE 7 – CONVERTIBLE LOANS (CONTINUED)

Conversion feature

In accordance with ASC 815-15-25 the conversion feature was considered embedded derivative instruments and is to be recorded at its fair value separately from the convertible loans, within current liabilities in the Company’s balance sheet. The conversion component is then marked to market each reporting period with the resulting gains or losses shown in the consolidated statements of operations.

The fair value of the conversion feature (hereafter “Convertible Component”) as of October 30, 2022 (the date immediately prior to the Contract Modification date of October 31, 2022) and April 30, 2022 was estimated using partial differential equations, specifically the Crank-Nicolson finite-difference method to compute the Convertible Component’s fair value. The assumptions used to perform the Crank-Nicolson finite-difference model are detailed below:

	October 30, 2022		April 30, 2022
Expected volatility (%)		58.96 – 82.06		61.62 – 75.43
Risk-free interest rate (%)		3.79 – 4.54		1.59 – 2.81
Contractual term (years)		0.13 – 2.01		0.63 – 2.51
Probability for the next equity financing (%)		5.00		5.00
Convertible loans amount ($)		2,682,482		2,698,292
Fair value of the conversion feature ($)		57,634		62,726

Convertible loans

The loans amount, net of the Conversion Component (hereafter “convertible loans”), are $785,820 and $1,527,159 as of the agreement date for the First Batch Loans and Second Batch Loans, respectively. The convertible loans are accounted for according to the effective interest method.

Effective interest expense on the convertible loans totaled $110,350 and $93,657 during the six months ended October 31, 2022 and 2021, respectively.

As mentioned above, on October 31, 2022, the term of the First Batch CL Agreements and Second Batch CL Agreements were changed following the Contract Modification. The Company concluded that the Contract Modification does not constitute a trouble debt restructuring. Thereafter, the Company applied the guidance in ASC 470-50, Modifications and Extinguishments. The accounting treatment is determined by whether terms of the new debt and original debt are substantially different.

The new debt and the old debt are considered “substantially different” pursuant to ASC 470-50. Such an assessment is done by management either quantitatively (i.e. when the present value of the cash flows under the new debt instrument terms is at least 10% different from the present value of the remaining cash flows under the original instrument terms) or qualitatively based on the facts and circumstances of each transaction. If the original and new debt instruments are substantially different, the original debt is derecognized and the new debt should be initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. Based on the facts and circumstances, the Company concluded (as an accounting policy election) that because the accounting for the conversion option has changed after the modification or exchange, the new debt was fundamentally different from the original debt and therefore, should be accounted for as an extinguishment.

The extinguishment resulted in a gain of $163,500 during the six months ended October 31, 2022.

F-45

NOTE 7 – CONVERTIBLE LOANS (CONTINUED)

The fair value of the new debts was estimated using the discounted cash flow model. The assumptions used to perform the calculations are detailed below:

	October 31, 2022
Risk-free interest rate (%)		4.49 – 4.62
Contractual term (years)		0.67 – 2.00
Fair value of the new debts ($)		2,576,616

NOTE 8 – EQUITY

The equity of the Company as of October 31 and April 30, 2022 represents 20,000,000,000 ordinary shares authorized, 10,000,000 ordinary shares issued and outstanding with a par value of $0.000001 per share, amounting to $10. The subdivision of 1,000 shares to 10,000,000 shares on February 22, 2023 was retroactively applied as if the transaction occurred at the beginning of the period presented.

NOTE 9 – EMPLOYEE BENEFIT PLANS

HK SAR

The Company has a defined contribution pension scheme for its qualifying employees. The scheme assets are held under a provident fund managed by an independent fund manager. The Company and its employees are each required to make contributions to the scheme calculated at 5% of the employees’ basic salaries on monthly basis.

PRC

As stipulated by the regulations of the PRC, full-time employees of the Company are entitled to various government statutory employee benefit plans, including medical insurance, maternity insurance, workplace injury insurance, unemployment insurance, pension benefits and housing provident fund through a PRC government-mandated multi-employer defined contribution plan. The Company is required to make contributions to the plan and accrues for these benefits based on certain percentages of the qualified employees’ salaries.

Switzerland

The Company has a defined contribution pension scheme for its qualifying employees. The Company and its employees are each required to make contributions to the scheme calculated at 5.30% of the employees’ basic salaries on monthly basis.

F-46

NOTE 10 – PROVISION FOR INCOME TAXES

Cayman Islands

BioLingus (Cayman) Limited are incorporated in the Cayman Islands and are not subject to tax on income or capital gains under current Cayman Islands law. In addition, upon payment of dividends by these entities to the shareholders, no Cayman Islands withholding tax will be imposed.

British Virgin Islands

BioLingus (BVI) Limited are incorporated in the British Virgin Islands and are not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.

HK SAR

On March 21, 2018, the HK SAR Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 21, 2018 and was gazetted on the following day. Under the two-tiered profits tax rates regime, the first HK$2 million of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million will be taxed at 16.5%. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.

Accordingly, the HK SAR profits tax is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2 million.

No provision for Hong Kong Profits Tax has been made for the periods ended October 31, 2022 and 2021 as the Company did not generate any assessable profits arising in Hong Kong during these two periods.

PRC

Under the PRC Enterprise Income Tax Law (the “EIT Law”), the standard enterprise income tax rate for domestic enterprises and foreign invested enterprises is 25%. In January 2019, the State Administration of Taxation provides a preferential corporate income tax rate of 20% and an exemption ranged from 50% to 75% in the assessable taxable profits for entities qualified as small-size enterprises (the exemption range has been changed to from 50% to 87.5% for the period from January 1, 2021 to December 31, 2022, then the exemption range has been changed to from 75% to 87.5% for the period from January 1, 2022 to December 31, 2024). The policy is effective for the period from January 1, 2019 to December 31, 2024.

No provision for enterprise income tax has been made for the periods ended October 31, 2022 and 2021 as the Company did not generate any assessable profits arising in the PRC during these two periods.

F-47

Switzerland

Swiss corporate income tax has been provided for at the rate of 8.5% in Federal Government and 6.00% in local government on estimated profits for the period.

No provision for Swiss corporate income tax has been made for the periods ended October 31, 2022 and 2021 as the Company did not generate any assessable profits arising in Switzerland during these two periods.

Deferred income taxes as of each of the following periods reflect the net tax effects of temporary differences between the carrying amounts of assets or liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s net deferred tax asset were as follows:

	October 31, 2022			April 30, 2022
				(Restated)
Deferred tax asset
Net operating loss carryforwards	$	299,309		$	279,107
Total deferred tax asset		299,309			279,107
Valuation allowance		(299,309	)		(279,107	)
Deferred tax asset, net of allowance	$	-		$	-

Realization of the Company’s deferred tax asset is dependent upon the Company generating sufficient taxable income in future years to obtain benefit from the reversal of temporary differences.

Management considered all available evidence under existing tax law and anticipated expiration of tax statutes and determined that a valuation allowance of $299,309 and $279,107 (Restated) was required as of October 31, 2022 and April 30, 2022, respectively for the deferred tax asset that is not expected to provide future tax benefits.

As of October 31, 2022, the Company has available net operating loss carryforwards of $778,463 for PRC enterprise income tax purposes, all of which were generated since 2019. The net operating loss carryforwards in the PRC will expire in 2 to 5 years if not utilized.

As of October 31, 2022, the Company has available net operating loss carryforwards of $1,689,610 for Swiss corporate income tax purposes. The net operating loss carryforwards in the Switzerland will expire in 1 to 7 years if not utilized.

Uncertain tax positions are evaluated based upon the facts and circumstances that exist at each reporting period. Subsequent changes in judgment based upon new information may lead to changes in recognition, derecognition, and measurement. Adjustment may result, for example, upon resolution of an issue with the taxing authorities or expiration of a statute of limitations barring an assessment for an issue. As of October 31, 2022, the Company has no uncertain tax positions.

The Company files income tax returns in the HK SAR, the PRC and Switzerland. The Company’s tax returns from inception through October 31, 2022 remain open and subject to examination. The Company is not currently under examination by any taxing authorities.

The Company’s policy is to recognize interest and penalties related to income tax matters as a component of income tax expense. The Company has not recognized interest or penalties in its consolidated statements of operations since inception.

F-48

NOTE 11 – SEGMENT REPORTING

All the Company’s long-lived assets, which consist of operating lease right-of-use assets, are located in the PRC. Hence, no analysis by geographical area of long-lived asset information is provided.

NOTE 12 – LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss per share attributable to ordinary shareholders (in US dollars, except number of share):

	October 31,
	2022			2021
	(Restated)			(Restated)
Numerator:
Net loss attributable to ordinary shareholders	$	(100,827	)	$	(935,989	)
Denominator:
Weighted average shares outstanding		10,000,000			10,000,000
Loss per share – Basic and diluted	$	(0.01	)	$	(0.09	)

The following outstanding shares of potentially dilutive convertible loans were excluded from the computation of diluted loss per share attributable to ordinary shareholders for the periods presented because including them would have been anti-dilutive:

	October 31,
	2022			2021
Convertible loans		7,050,887	*		6,326,124	*
Denominator:
Weighted average shares outstanding		17,050,887			16,326,124
Loss per share – anti-diluted	$	(0.00	)	$	(0.06	)

* The number of outstanding shares of potentially dilutive convertible loans was calculated by assuming a market price of $0.5 per share and the conversion price per share equal 75% multiplied by the market price. The number of outstanding shares of potentially dilutive convertible loans would be more/less than 7,050,887 shares as of October 31, 2022 by assuming a market price of $0.2 per share/$0.8 per share, respectively; and the conversion price per share equal 75% multiplied by the market price. Thus, including outstanding shares of potentially dilutive convertible loans in the computation of diluted loss per share attributable to ordinary shareholders would have been anti-dilutive, which is independent of the assuming market price.

NOTE 13 – RISKS
A.	Credit risk
	Bank balances
	The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies. The Company is exposed to concentration of credit risk on liquid funds which are deposited with several banks with high credit ratings.
	Deposits and other receivables
	The Company assessed the impairment of its other receivables individually based on internal credit rating and ageing of these debtors which, in the opinion of the directors, have no significant increase in credit risk since initial recognition. Based on the impairment assessment performed by the Company, the directors consider the loss allowance for deposits and other receivables as of October 31 and April 30, 2022 is $229 and $321, respectively.
B.	Interest risk
	Cash flow interest rate risk
	The Company is exposed to cash flow interest rate risk through the changes in interest rates related mainly to the Company’s variable-rates bank balances.
	The Company currently does not have any interest rate hedging policy in relation to fair value interest rate risk and cash flow interest rate risk. The directors monitor the Company’s exposures on an ongoing basis and will consider hedging the interest rate should the need arises
	Sensitivity analysis
	The Company’s exposure to the risk of changes in cash flow interest rate relates primarily to the Company’s bank balances with floating interest rates.
	The sensitivity analysis below has been determined by assuming that a change in interest rates had occurred at the end of the reporting period and had been applied to the exposure to interest rates for financial instruments in existence at that date. 1% increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
	If interest rates had been 1% higher or lower and all other variables were held constant, the Company’s post tax loss for the six months ended October 31, 2022 and 2021 would have decreased or increased by approximately $985 and $268, respectively.
C.	Foreign currency risk
	Foreign currency risk is the risk that the holding of foreign currency assets will affect the Company’s financial position as a result of a change in foreign currency exchange rates.

F-49

NOTE 13 – RISKS (CONTINUED)
	The Company’s monetary assets and liabilities are mainly denominated in HK$, RMB and CHF, which are the same as the functional currencies of the relevant group entities. Hence, in the opinion of the directors of the Company, the currency risk of $ is considered insignificant. The Company currently does not have a foreign currency hedging policy to eliminate the currency exposures. However, the directors monitor the related foreign currency exposure closely and will consider hedging significant foreign currency exposures should the need arise.
D.	Economic and political risks
	The Company’s operations are mainly conducted in Switzerland and to a lesser extent, HK SAR and the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in Switzerland, HK SAR and the PRC.
	The Company’s operations in Switzerland, HK SAR and the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in Switzerland, HK SAR and the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.
E.	Inflation Risk
	Management monitors changes in prices levels. Historically inflation has not materially impacted the Company’s unaudited condensed consolidated financial statements; however, significant increases in the price of labor that cannot be passed to the Company’s customers could adversely impact the Company’s results of operations.

NOTE 14 – RELATED PARTY TRANSACTIONS

The summary of amounts due from and due to related parties as the following:

		2022
		October 31		April 30
				(Restated)
Due from a related party consist of the following:
BioLingus IP II GmbH	Due from a related party	$	-	$	41,283
Due to related parties consist of the following:
Alpinium GmbH	Borrowings		22,262		22,863
BioLingus IP II GmbH	Due to a related party		23,030		-
Ko Chang Wai Fong	Convertible loans		314,291		318,164
Hermsley Capital 1 Pty Ltd	Convertible loans		586,865		592,645
Sai Ying Thomas Ko	Due to a related party		2,943,904		3,052,841
Yves Decadt	Due to a related party		389,890		386,343
Didier Coquoz	Due to a related party		2,091		2,117
Leslie Yu	Due to a related party		369,264		311,374
Leslie Yu	Accrued salary		30,791		24,527
		$	4,682,388	$	4,710,874

F-50

NOTE 14 – RELATED PARTY TRANSACTIONS (CONTINUED)

As of October 31 and April 30, 2022, the amount due to/from BioLingus IP II GmbH, a company controlled by Sai Ying Thomas Ko, Yves Decadt and Didier Coquoz, shareholders of the Company, is $23,030 and $41,283 (Restated), respectively, and are unsecured, interest free and have no fixed terms of repayment.

The balance consists of the following:

	October 31, 2022			April 30, 2022
				(Restated)
Due (to) from a related party	$	(23,030	)	$	41,458
Less: allowance for expected credit loss		-			(175	)
	$	(23,030	)	$	41,283

	October 31, 2022			April 30, 2022
Balance at beginning of the period/year	$	(175	)	$	(508	)
Reversal of provision		175			319
Effect of currency translation adjustment		-			14
Ending balance	$	-		$	(175	)

As of October 31 and April 30, 2022, the amount due to Alpinium GmbH, a company controlled by Yves Decadt, is $22,262 and $22,863, respectively, and is interest-bearing at 0.25% per annum, unsecured and repayable on demand.

On June 1, 2018, Ko Chang Wai Fong, the mother of Sai Ying Thomas Ko, agreed to purchase, for up to a principal amount of $256 thousand, loans convertible ordinary shares of the Company with an original 27 month maturity date. The loan bears an annual interest rate of five percent (5%) and has a conversion price per share equal to 75% multiplied by the market price (as defined in the First Batch CL Agreements), representing a discount of 25%. On August 30, 2020, the loan was amended to provide that (i) the annual interest rate should be changed to eight percent (8%) applicable from August 30, 2020; and (ii) the loan shall be extended to an extended maturity date on July 30, 2023. On October 31, 2022, the loan was further amended, so that (i) the conversion right was irrevocably and unconditionally waived by Ko Chang Wai Fong; and (ii) the loan shall be amended to an amended maturity date on July 31, 2023. Effective interest expense of $10,492 and $9,829 was recognized during the six months ended October 31, 2022 and 2021, respectively.

On July 1, 2020, November 1, 2021 and April 22, 2022, Hermsley Capital 1 Pty Ltd, a company controlled by Sai Ying Thomas Ko’s son, Byron William Ko, agreed to purchase, for up to an aggregate principal amount of $555 thousand, loans convertible ordinary shares of the Company with an original 24 to 36 month maturity date. The loans bear an annual interest rate of eight percent (8%) and has a conversion price per share equal to 75% multiplied by the market price (as defined in the Second Batch CL Agreements), representing a discount of 25%. On October 31, 2022, the loans were amended, so that (i) the conversion rights were irrevocably and unconditionally waived by Hermsley Capital 1 Pty Ltd; and (ii) one of the loans shall be amended to an amended maturity date on July 31, 2023 and the maturity date of the remaining loans stay the same. Effective interest expense of $25,386 and $13,273 was recognized during the six months ended October 31, 2022 and 2021, respectively.

As of October 31 and April 30, 2022, the amounts due to Sai Ying Thomas Ko, one of the directors and shareholders of the Company, are $2,943,904 and $3,052,841, respectively, and are unsecured, interest free and have no fixed terms of repayment.

As of October 31 and April 30, 2022, the amounts due to Yves Decadt, one of the directors and shareholders of the Company, are $389,890 and $386,343, respectively. The balances of $379,527 and $375,980 as of October 31 and April 30, 2022, respectively, are interest-bearing at 0.25% per annum, unsecured, and have no fixed terms of repayment. The remaining balances of $10,363 and $10,363 as of October 31 and April 30, 2022, respectively, are unsecured, interest free and have no fixed terms of repayment. Interest expense of $547 was recognized during the six months ended October 31, 2022.

As of October 31 and April 30, 2022, the amounts due to Didier Coquoz, one of the shareholders of the Company, is $2,091 and $2,117, respectively, and are unsecured, interest free and have no fixed terms of repayment.

As of October 31 and April 30, 2022, the amount due to Leslie Yu, one of the general manager of BL BJ, is $369,264 and 311,374, respectively; and the accrued salary due to Leslie Yu is $30,791 and $24,527, respectively; and are unsecured, interest free and have no fixed terms of repayment.

F-51

NOTE 15 – IMPACT OF COVID-19

The Coronavirus Disease 2019 (“COVID-19”) pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains, and created significant volatility and disruption of financial markets. We have experienced some resulting disruptions to our business operations, and we expect the COVID-19 pandemic could have a material adverse impact on our business and financial performance.

Due to ongoing recession caused by the COVID-19 Pandemic, the Company’s business is likely to be adversely impacted. The effects of recession can also increase economic instability with our vendors.

NOTE 16 – SUBSEQUENT EVENTS

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has analyzed its operations subsequent to October 31, 2022 to the date of March 28, 2023, these unaudited condensed consolidated financial statements were issued, there are not any material subsequent events that require disclosure in these unaudited condensed consolidated financial statements.

F-52

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman 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 Amended Memorandum and Articles, which will become effective immediately prior to the completion of this offering, to the fullest extent permissible under Cayman Islands law every director and officer of our company shall be indemnified against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him in connection with the execution or discharge of his duties, powers, authorities or discretions as a director or officer of our company, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.

We may enter into Letters of Appointment with our directors pursuant to which we agreed to indemnify them against a number of liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director.

We may purchase and maintain insurance in relation to any of our directors or officers against any liability asserted against the directors or officers and incurred by the directors or officers in that capacity.

Item 7. Recent Sales of Unregistered Securities

We were incorporated under the laws of the Cayman Islands on August 8, 2018 with the specific purpose to become the legal vehicle to go public in the U.S.

Set forth below is a tabular history of each issuance of shares from inception through present date:

Securities/Purchaser	Date of Issuance	Number of	Consideration
		Securities
Ordinary shares
Ogier Global Subscriber (Cayman) Limited	August 8, 2018	1	US$0.01 per share
Yves Decadt	June 4, 2019	47.5	US$0.01 per share
Sai Ying Thomas Ko	June 4, 2019	46.5	US$0.01 per share
Didier Coquoz	November 10, 2019	5.0	US$0.01 per share
Yves Decadt	January 13, 2020	427.5	US$0.01 per share
Sai Ying Thomas Ko	January 13, 2020	427.5	US$0.01 per share
Didier Coquoz	January 13, 2020	45.0	US$0.01 per share

The Company was initially authorized to issue up to a maximum of 2,000,000 Ordinary Shares of US$0.01 par value each, After a 1: 10, 000 forward stock share split on February 22, 2023, the authorized capital is now 20,000,000,000 shares with a par value of $0.000001 per share.

All of the Ordinary Shares were issued in reliance upon (i) the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws, or (ii) the provisions of Regulation S promulgated under the Securities Act.

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Item 8. Exhibits and Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a) Exhibits

The following exhibits are filed herewith or incorporated by reference in this prospectus:

EXHIBIT INDEX

Exhibit No.	Description
1.1*	Form of Underwriting Agreement
3.1*	Certificate of Incorporation of BioLingus (Cayman) Limited.
3.2*	Amended and Restated Memorandum and Articles of Association of BioLingus (Cayman)Limited.
4.1*	Registrant’s Specimen Certificate for Ordinary Shares
4.2*	Form of Representative’s Warrant (included in Exhibit 1.1)
5.1*	Opinion of Ogier regarding the validity of the Ordinary Shares being registered
8.1*	Opinion of Ogier regarding certain Cayman Islands tax matters (included in Exhibit 5.1)
8.2*	Opinion of VISCHER AG, regarding certain Swiss tax matters (included in Exhibit 99.3)
8.3*	Opinion of DeHeng Law Offices (Hong Kong) LLP, regarding certain HK SAR tax matters. (included in Exhibit 99.4)
8.4*	Opinion of Beijing DeHeng Law Office, regarding certain PRC tax matters (included in Exhibit 99.5)
8.5*	Opinion of King & Wood Mallesons, regarding certain Australia tax matters (included in Exhibit 99.6)
10.1*	Employment Agreements between the Company and its executive officers
10.2*	Lease Agreements
10.3*	License Agreement with BioLingus II.
15.1*	Letter in Lieu of Consent for Review Report.
21.1*	Subsidiaries of the Registrant
23.1*	Consent of WWC, PC
23.2*	Consent of Ogier (included in Exhibit 5.1)
23.3*	Consent of VISCHER AG (included in Exhibit 8.2)
23.4*	Consent of DeHeng Law Offices (Hong Kong) LLP (included in Exhibit 8.3)
23.5*	Consent of Beijing DeHeng Law Office (included in Exhibit 8.4)
23.6*	Consent of King & Wood Mallesons (included in Exhibit 8.5)
99.1*	Code of Business Conduct and Ethics of the Registrant
99.2*	Opinion of Ogier, as to certain matters under Cayman Islands law (included in Exhibit 5.1)
99.3*	Opinion of VISCHER AG, as to certain matters under Swiss law
99.4*	Opinion of DeHeng Law Offices (Hong Kong) LLP, as to certain matters under HK SAR law
99.5*	Opinion of Beijing DeHeng Law Office, as to certain matters under PRC law
99.6*	Opinion of King & Wood Mallesons, as to certain matters under Australian law
99.7*	Audit Committee Charter
99.8*	Compensation Committee Charter
99.9*	Nominating and Corporate Governance Committee Charter
99.10*	Consent of Chi Kan Kwok
99.11*	Consent of Keith Hon Kee Lau
99.12*	Consent of Tuck Seng Low
99.13*	Request for Waiver and Representation under Item 8.A.4 of Form 20-F
107*	Calculation of Filing Fee Tables

* Filed herewith.

** To be filed by amendment.

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(b) Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the unaudited condensed consolidated financial statements or the Notes thereto.

Item 9. Undertakings

The undersigned registrant hereby undertakes to provide to the Underwriter at the closing specified in the placement agreements certificates in such denominations and registered in such names as required by the Underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.

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) (§ 230.424(b) of this chapter) 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;

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(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the 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 (17 CFR 249.220f)” at the start of any delayed offering or throughout a continuous offering and such 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 of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);
(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)

That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(7)

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 the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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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 on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Switzerland and Hong Kong SAR, People’s Republic of China, on July 13, 2023.

BIOLINGUS (CAYMAN) LIMITED
By:	/s/ Yves Decadt
	Yves Decadt
	Chief Executive Officer
	(Principal Executive Officer)
	/s/Chun Pong Hui
	Chun Pong Hui
	Chief Financial Officer
	Principal Accounting and Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Yves Decadt and                    as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended and all post-effective amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith 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 any of them, or their or his substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Capacity	Date
/s/ Yves Decadt	Chief Executive Officer	July 13, 2023
Yves Decadt	(Principal Executive Officer)
/s/ Chun Pong Hui	Chief Financial Officer	July 13, 2023
Chun Pong Hui	(Principal Accounting and Financial Officer)
/s/ Yves Decadt	Chairman and Director	July 13, 2023
Yves Decadt
/s/Sai Ying Thomas Ko	Director	July 13, 2023
Sai Ying Thomas Ko

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 New York, NY on July 13, 2023.

Sichenzia Ross Ference LLP
By:	/s/ Benjamin Tan
Name:	Benjamin Tan
Title:	Partner

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EX-1.1

Exhibit 1.1

BIOLINGUS (CAYMAN) LIMITED

UNDERWRITING AGREEMENT

[●], 202[●]

Univest Securities, LLC

75 Rockefeller Plaza, Suite 1838

New York, NY 10019

As Representative of the Underwriters

named on Schedule A hereto

Ladies and Gentlemen:

The undersigned, BIOLINGUS (CAYMAN) LIMITED, a Cayman Islands exempted company limited by shares (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule A hereto for which Univest Securities, LLC is acting as the representative (in such capacity, the “Representative”) to issue and sell an aggregate of [●] ordinary shares (“Ordinary Shares”) par value US$0.000001 per share (“Firm Shares”).The Company has also granted to the several Underwriters an option to purchase up to [●]¹ additional Ordinary Shares, on the terms and for the purposes set forth in Section 2(c) hereof (the “Additional Shares”). The Firm Shares and any Additional Shares purchased pursuant to this Agreement are herein collectively referred to as the “Offered Securities.” The offering and sale of the Offered Securities contemplated by this Agreement are referred to herein as the “Offering.” All currency stated herein, unless otherwise stated, is in the United States of America ($) Dollars. All references to generally accepted accounting principles (“GAAP”) refer to such principles of GAAP as interpreted in the United States of America.

The Company confirms its agreement with the Underwriters as follows:

SECTION 1. Representations and Warranties of the Company.

The Company (and each Subsidiary (as defined in Section 1(r)) to the extent applicable) represents and warrants to the Underwriters as follows with the understanding that the same may be relied upon by the Underwriters in this Offering, as of the date hereof and as of the Closing Date (as defined below) and each Option Closing Date (as defined below), if any:

(a) Filing of the Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1 (File No. 333-[●]), which contains a form of the prospectus to be used in connection with the public offering and sale of the Offered Securities. Such registration statement, as amended, including the financial statements, exhibits, and schedules thereto contained in the registration statement at the time such registration statement became effective, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Securities Act Regulations”), and including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, or pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (the “Exchange Act Regulations”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first filed pursuant to Rule 424(b) under the Securities Act after the date and time that this Agreement is executed and delivered by the parties hereto, or, if no filing pursuant to Rule 424(b) under the Securities Act is required, the form of the final prospectus relating to the Offered Securities included in the Registration Statement at the effective date of the Registration Statement (“Effective Date”), is called the “Prospectus.” All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, the preliminary prospectus included in the Registration Statement (each, a “preliminary prospectus”), the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval System (“EDGAR”). The preliminary prospectus that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus.” Any reference to the “most recent preliminary prospectus” shall be deemed to refer to the latest preliminary prospectus included in the Registration Statement. Any reference herein to any preliminary prospectus or the Prospectus or any supplement or amendment to either thereof shall be deemed to refer to and include any documents incorporated by reference therein as of the date of such reference.

¹ 15% of the Ordinary Shares being offered.

(b) “Applicable Time” means [●], Eastern Time, on the date of this Agreement.

(c) Compliance with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities Act and the Securities Act Regulations on [●], 202[●]. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration Statement, is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission.

Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EDGAR (except as may be permitted by Regulation S-T under the Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Offered Securities. Each of the Registration Statement, and any post-effective amendment to the Registration Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section 4(a)(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times until the Underwriters have completed the placement of the offering of the Offered Securities, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment to the Registration Statement , or in the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Pricing Prospectus and Prospectus and (ii) the sub-sections titled “Price Stabilization” and “Electronic Offer, Sale and Distribution of Securities,” in each case under the caption “Underwriting” in the Prospectus (the “Underwriter Information”). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that has not been fairly and accurately described in all material respects or filed as required.

(d) Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplemented, (ii) each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, (iii) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Applicable Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriter Information.

(e) Company Not Ineligible Issuer. (i) At the time of filing the Registration Statement and (ii) as of the date of the execution and delivery of this Agreement, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 under the Securities Act), without taking account any determination by the Commission pursuant to Rule 405 under the Securities Act that it is not necessary that the Company be considered an Ineligible Issuer.

(f) Issuer Free Writing Prospectuses. No Issuer Free Writing Prospectus includes any information that conflicts with the information contained in the Registration Statement, including any document incorporated by reference therein that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with the Underwriter Information.

(g) Offering Materials Furnished to the Underwriters. The Company has delivered to the Underwriters copies of the Registration Statement and of each consent and certificate of experts filed as a part thereof, and each preliminary prospectus and the Prospectus, as amended or supplemented, in such quantities and at such places as the Underwriters have reasonably requested in writing.

(h) Distribution of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the completion of the Underwriters’ purchase of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, and the Registration Statement.

(i) The Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(j) Authorization of the Offered Securities and the Underwriters’ Securities. The Offered Securities to be sold by the Company through the Underwriters have been duly and validly authorized by all required corporate action and have been reserved for issuance and sale pursuant to this Agreement and, when so issued and delivered by the Company, will be validly issued, fully paid and non-assessable, free and clear of all Liens (as defined in Section 1(r) hereof) imposed by the Company. The Underwriters’ Warrants (as defined in Section 2(g) hereof) when issued, shall constitute legally binding obligations of the Company. The Ordinary Shares underlying the Underwriters’ Warrants (as defined in Section 2(g) hereof) (the “Underlying Shares” and together with the Underwriters’ Warrants, the “Underwriters’ Securities”) are duly authorized and, when issued and paid for in accordance with the terms of the Underwriters’ Securities will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company. The Company has reserved sufficient authorized but unissued Ordinary Shares for the issuance of the maximum number of Offered Securities and Underlying Shares issuable pursuant to the Offering as described in the Prospectus.

(k) No Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any securities of the Company registered for sale under the Registration Statement.

(l) No Material Adverse Change. Except as otherwise disclosed in the Disclosure Package, subsequent to the respective dates as of which information is given in the Disclosure Package: (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, prospects or operations, whether or not arising from transactions in the ordinary course of business, of the Company (any such change, a “Material Adverse Change”); (ii) the Company, to its knowledge, has not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company in respect of its shares. For purposes of this Agreement, the term “knowledge” or “known” or similar derivatives, shall mean the knowledge of the members of the board of directors and senior executive officers named in the Registration Statement, each preliminary prospectus and Disclosure Package after reasonable inquiry.

(m) Independent Accountant. WWC P.C. (the “Accountant”), which has expressed its opinions with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act.

(n) Preparation of the Financial Statements. Each of the historical financial statements of the Company, respectively, filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, presents fairly the information provided as of and at the dates and for the periods indicated. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and the Securities Act Regulations and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. Each item of historical financial data relating to the operations, assets, or liabilities of the Company set forth in summary form in each of the preliminary prospectuses and the Prospectus fairly presents such information on a basis consistent with that of the complete financial statements contained in the Registration Statement.

(o) Incorporation and Good Standing. The Company has been duly incorporated and is validly existing and in good standing as an exempted company limited by shares under the laws of the Cayman Islands and has corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing, the Company does not own or control, directly or indirectly, any corporation, association, or other entity that is not otherwise disclosed in the Disclosure Package.

(p) Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Offered Securities conform, and when issued and delivered as provided in this Agreement, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares was issued in violation of any preemptive rights, rights of first refusal, or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal, or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares of the Company other than those described in the Disclosure Package and the Prospectus. The description of the Company’s share option and other share plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options, and rights. No further approval or authorization of any shareholder, the board of directors, or others is required for the issuance and sale of the Offered Securities and the Underwriters’ Securities. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements, or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

(q) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in violation of its certificate of incorporation or memorandum and articles of association or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which it is a party or by which it may be bound (including, without limitation, any agreement or contract filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are subject (each, an “Existing Instrument”)), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the certificate of incorporation or memorandum and articles of association of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) to its knowledge, will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, except in the case of each of clauses (ii) and (iii), to the extent such conflict, breach Default or violation could not reasonably be expected to result in a Material Adverse Change. No consent, approval, authorization, or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery, and performance of this Agreement and consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration or qualification of the Offered Securities under the Securities Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”).

(r) Subsidiaries. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule E hereto. Each of the Subsidiaries has been duly formed, is validly existing under the laws of Hong Kong, the People’s Republic of China, the BVI, Switzerland and Australia, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own its property and to conduct its business as described in the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in a Material Adverse Change on the Company and its Subsidiaries, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its articles of association, memorandum of association or charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”). None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

(s) No Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, to the Company’s knowledge, there are no legal, governmental, or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries, or proceedings (collectively, “Actions”) pending or, to the Company’s knowledge, threatened (i) against the Company, (ii) which have, as the subject thereof, any officer or director (in such capacities) of, or property owned or leased by, the Company, where in any such case (A) there is a reasonable possibility that such Action might be determined adversely to the Company and (B) any such Action, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. Except as otherwise disclosed in the Disclosure Package and the Prospectus, no material labor dispute with the employees of the Company exists or, to the Company’s knowledge, is threatened or imminent. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. No executive officer, to the knowledge of the Company, is in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company and its Subsidiaries are in compliance with all applicable laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has within the last 10 years been the subject of any Action involving a claim of violation of or liability under Untied States or foreign federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission or other securities or commodities regulator involving the Company or any current or former director or officer of the Company.

(t) Intellectual Property Rights. Except as otherwise disclosed in the Registration Statement, Disclosure Package and the Prospectus, the Company owns, possesses, or licenses, and otherwise has legally enforceable rights to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals, and trade secrets (collectively, “Intellectual Property Rights”) necessary to conduct its business as now conducted except to the extent such failure to own, possess or have other rights to use such Intellectual Property would not, individually or in the aggregate, be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus: (i) the Company has not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, Disclosure Package and the Prospectus and are not described in all material respects; (iii) to the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or in violation of the rights of any persons; and (iv) the Company is not subject to any judgment, order, writ, injunction or decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights.

(u) All Necessary Permits, etc. Except as otherwise disclosed in the Registration Statement, Disclosure Package and the Prospectus, the Company possesses such valid and current certificates, authorizations, or permits issued by the applicable regulatory agencies or bodies necessary to conduct its business, except where the failure of have such certificates, authorizations or permits would not, individually or in the aggregate, reasonably be excepted to result in a Material Adverse Change and the Company has not received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit.

(v) Title to Properties. Except as otherwise disclosed in the Registration Statement, Disclosure Package and the Prospectus, the Company has good and marketable title to all the properties and assets reflected as owned by it in the financial statements referred to in Section 1(n) above (or elsewhere in the Registration Statement, Disclosure Package and the Prospectus), in each case free and clear of any security interest, mortgage, lien, encumbrance, equity, adverse claim or other defect, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment, and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment, or personal property by the Company.

(w) Tax Law Compliance. The Company and its Subsidiaries have each filed all necessary income tax returns or have timely and properly filed requested extensions thereof and have paid all taxes required to be paid by them and, if due and payable, any related or similar assessment, fine, or penalty levied against any of them except where the failure to do so would not, individually or in the aggregate, reasonably be excepted to result in a Material Adverse Change. The Company has made adequate charges, accruals, and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

(x) Company Not an “Investment Company.” The Company is not, and after giving effect to payment for the Offered Securities and the application of the proceeds as contemplated under the caption “Use of Proceeds” in each of the Registration Statement, Disclosure Package and the Prospectus will not be, required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(y) FINRA Affiliation. No officer, director, or any beneficial owner of 10% or more of the Company’s unregistered securities has any direct or indirect affiliation or association with any Participating Member (as defined under FINRA rules). The Company will advise the Representative if it learns that any officer, director, or owner of 10% or more of the Company’s outstanding Ordinary Shares is or becomes an affiliate or registered person of a Participating Member.

(z) No Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed to, or that might be reasonably expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities.

(aa) Related Party Transactions. There are no business relationships or related-party transactions involving the Company or any other person required to be described or filed in the Registration Statement, or described in the Disclosure Package or the Prospectus, that have not been as set forth in the Registration Statement, the Prospectus and the Pricing Prospectus.

(bb) Disclosure Controls and Procedures. Except as otherwise disclosed in the Registration Statement, Disclosure Package and the Prospectus, the Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act Regulations) designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Except as otherwise disclosed in the Registration Statement, Disclosure Package and the Prospectus, the Company is not aware of (a) any significant deficiency in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

(cc) Company’s Accounting System. Except as otherwise disclosed in the Registration Statement, Disclosure Package and the Prospectus, the Company maintains a system of accounting controls designed to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(dd) Money Laundering Law Compliance. The operations of the Company are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any competent governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(ee) [RESERVED]

(ff) Compliance with Anti-Corruption Laws. None of the Company, or any Subsidiary or any of their respective directors, officers, or employees, or, to the knowledge of the Company, any affiliate, agent or representatives of the Company or any Subsidiary, or other person acting on behalf of the Company and the Subsidiaries: (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010) and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly to any foreign or domestic (a) government official, (b) government employee or employee of government-owned or controlled entity or of a public international organization, (c) any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any candidate for any political office, in each case in order to influence official action or secure an improper advantage; (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, any bribe, rebate, pay-off, influence payment, kick-back or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and the Subsidiaries and, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws. The Company and the Subsidiaries have instituted and will continue to maintain, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained herein;

(gg) Compliance with Sarbanes-Oxley Act of 2002. To the extent applicable, the Company has taken all necessary actions to ensure that it will be, on the Closing Date, in full compliance with any provision applicable to it of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications of the Sarbanes-Oxley Act.

(hh) Exchange Act Filing. A registration statement in respect of the Ordinary Shares has been filed on Form 8-A pursuant to Section 12(b) of the Exchange Act, which registration statement complies in all material respects with the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Ordinary Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.

(ii) Earning Statements. The Company will make generally available to its security holders as soon as practicable, but in any event not later than 16 months after the end of the Company’s current fiscal year, an earnings statement (including filings pursuant to the Exchange Act made publicly through the EDGAR system), which need not be audited, covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.

(jj) Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company shall file, on a timely basis, with the Commission all reports and documents required to be filed under the Exchange Act. Additionally, the Company shall report the use of proceeds from the issuance of the Firm Shares as may be required under Rule 463 under the Securities Act.

(kk) Valid Title. Except as otherwise disclosed in the Registration Statement, Disclosure Package and the Prospectus, the Company has legal and valid title to all of its properties and assets, free and clear of all liens, charges, encumbrances, equities, claims, options, and restrictions except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by such entity; each lease agreement to which it is a party is duly executed and legally binding; its leasehold interests are set forth in and governed by the terms of any lease agreements, and, to the Company’s knowledge such agreements are valid, binding and enforceable in accordance with their respective terms; and the Company does not own, operate, manage or have any other right or interest in any other material real property of any kind, except as described in the Registration Statement, Prospectus or the Disclosure Package.

(ll) Foreign Tax Compliance. Except as otherwise disclosed in the Registration Statement, Disclosure Package and the Prospectus, no transaction, stamp, capital or other issuance, registration, transaction, transfer, or withholding taxes or duties are payable in the People’s Republic of China (the “PRC”), Hong Kong, or the Cayman Islands to any PRC, Hong Kong or the Cayman Islands tax authority in connection with the issuance, sale, and delivery of the Offered Securities, and the delivery of the Offered Securities to or for the account of the Underwriters.

(mm) Compliance with SAFE Rules and Regulations. Except as otherwise disclosed in the Registration Statement, Disclosure Package and the Prospectus, the Company has taken reasonable steps to cause the Company’s shareholders who are residents or citizens of the PRC, to comply with any applicable rules and regulations of the State Administration of Foreign Exchange (“SAFE”) relating to such shareholders’ shareholding with the Company (the “SAFE Rules and Regulations”), including, without limitation, informing each shareholder that is, or is directly or indirectly owned or controlled by, a resident or citizen of the PRC to complete any registration and other procedures required under applicable SAFE Rules and Regulations.

(nn) M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and SAFE on August 8, 2006 and amended by the Ministry of Commerce on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters:

(i) Except as disclosed in the Disclosure Package, Registration Statement, and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on The Nasdaq Capital Market, and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof, at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”).

(ii) Except as disclosed in the Disclosure Package, Registration Statement, and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on The Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

(oo) D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) completed by each of the Company’s directors and officers prior to the Offering (the “Insiders”) as well as in the Lock-Up Agreement in the form attached hereto as Exhibit B provided to the Representative is true and correct in all respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate and incorrect.

Any certificate signed by an officer of the Company and delivered to the Representative or to counsel for the Representative shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters set forth therein. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel to the Company, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

(pp) Solvency. Based on the consolidated financial condition of the Company as of each Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Offered Securities hereunder, the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, are sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). Except as set forth in the Registration Statement and the Prospectus, the Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from each Closing Date. The Registration Statement and the Prospectus set forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $150,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements, and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with U.S. GAAP. Except as set forth in the Registration Statement and the Prospectus, neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(qq) Regulation M Compliance. The Company has not, and to its knowledge no one authorized to act on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Offered Securities or the Underwriters’ Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Offered Securities or the Underwriters’ Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Underwriters in connection with the Offering.

(rr) Testing the Waters Communications. The Company (a) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Underwriters with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (b) has not authorized anyone other than the Underwriters to engage in Testing-the-Waters Communications. The Company reconfirms that the Underwriters have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.

(ss) Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries owns or controls, directly or indirectly, five percent or more of the outstanding shares of any class of voting securities or 25% or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(tt) U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended.

(uu) Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of the Offering will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Offered Securities or Underwriters’ Warrants to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.

(vv) Integration. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under the Securities Act.

(ww) No Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters for the Offered Securities and the Underwriter’s Securities, and the Underwriters have no obligation to disclose, or account to the Company for, any of such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty.

(xx) Foreign Issuer. The Company is a “foreign private issuer” as defined in Rule 405 under the Securities Act.

(yy) PFIC Status. Based on the past and projected composition of its income and assets, and the valuation of its assets, including goodwill, the Company does not expect to be a “passive foreign investment company” (“PFIC”) as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended, for its current taxable year or in the foreseeable future.

(zz) Payments in Foreign Currency. Under current laws and regulations of the Cayman Islands and any political subdivision thereof, all dividends and other distributions declared and payable on the Ordinary Shares may be paid by the Company to the holders in United States dollars and all such payments made to holders thereof who are non-residents of the Cayman Islands will not be subject to income, withholding or other taxes under laws and regulations of the Cayman Islands or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the Cayman Islands or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the Cayman Islands or any political subdivision or taxing authority thereof or therein.

(aaa) Validity of the Agreements. Each of this Agreement and the Underwriters’ Warrant is in proper form to be enforceable against the Company in the Cayman Islands in accordance with its terms (except as rights to indemnification hereunder or thereunder may be limited by applicable law and except as the enforcement hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles); to ensure the legality, validity, enforceability or admissibility into evidence in the Cayman Islands of this Agreement or the Underwriters’ Warrant, it is not necessary that this Agreement be filed or recorded with any court or other authority in the Cayman Islands (other than court filings in the ordinary course of proceedings) or that any stamp duty or similar tax in the Cayman Islands be paid on or in respect of this Agreement, the Underwriters’ Warrant or any other documents to be furnished hereunder (other than nominal stamp duty payable on the enforcement of any documents) save and except that Cayman Islands stamp duty may be payable if the original of any such document is executed in, or brought into, the Cayman Islands.

(bbb) Validity of Choice of Law. The choice of the law of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Cayman Islands and will be honored by courts in the Cayman Islands. The Company has the power to submit, and has legally, validly, effectively and irrevocably submitted to the personal jurisdiction of each United States federal court and New York state court located in the Borough of Manhattan, in the City of New York, New York, U.S.A. (each, a “New York Court”). The Company has the power to submit to the personal jurisdiction of each New York Court. The Company has the power to designate, appoint and authorize, and has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out of or relating to this Agreement in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company.

(ccc) No Immunity. None of the Company or any of their respective properties, assets or revenues has any right of immunity under Cayman Islands, PRC or New York law, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any Cayman Islands, PRC, New York or United States federal court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement; and, to the extent that the Company, or any of their properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the Company waives or will waive such right to the extent permitted by law and has consented to such relief and enforcement.

(ddd) Enforceability of Judgment. Except as disclosed in the Registration Statement, the Pricing Prospectus, and the Prospectus under the caption “Enforceability of Civil Liabilities,” any final judgment for a fixed sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Underwriter’s Warrant, would be recognized and enforced against the Company by Cayman Islands courts without re-examining the merits of the case under the common law doctrine of obligation provided that (a) such New York court had proper jurisdiction over the parties subject to such judgment; (b) such New York court did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.

(eee) Compliance with Sanctions Laws. None of the Company or any Subsidiary or any of their respective directors, officers, employees, or, to the knowledge of the Company, any affiliate, agent or representatives of or any person acting on behalf of the Company (i) is an individual or entity (“Person”) that is, or is owned 50% or more or controlled by one or more Persons that are (such Persons referred to as “Sanctioned Persons”): (A) the subject or the target of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), the Swiss Secretariat of Economic Affairs (“SECO”), the Hong Kong Monetary Authority (“HKMA”), the Monetary Authority of Singapore (“MAS”), or other relevant sanctions authority (collectively, “Sanctions”), or (B) located, organized or resident in, or a national, governmental entity, or agent of, a country or territory that is, or whose government is, the subject or the target of Sanctions that broadly prohibit dealings with that country or territory (including, currently, the Crimea region of Ukraine, Russian Federation, Burma/Myanmar, Sudan, Cuba, Iran, North Korea, and Syria); or (ii) is engaged in any activities sanctionable under the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, the Iran Sanctions Act, the Iran Threat Reduction and Syria Human Rights Act, or any applicable Sanctions executive order. The Company represents and covenants that the Company will not knowingly, directly or indirectly, use the proceeds of the Offering to lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is, or whose government is, the subject or the target of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by, or could result in the imposition of Sanctions against, any Person (including any Person participating in the Offering, whether as underwriter, advisor, investor or otherwise). The Company represents and covenants that, for the past five years, the Company has not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was, or whose government is or was, the subject or the target of Sanctions; other than with respect to the Underwriters, as to which the Company makes no representation, none of the issue and sale of the Offered Securities, the execution, delivery and performance of this Agreement, the consummation of any other transaction contemplated hereby, or the provision of services contemplated by this Agreement to the Company will result in a violation of any of the Sanctions.

(fff) Critical Accounting Policies. The statements set forth under the heading “Critical Accounting Policies and Management Estimates” in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Registration Statement, the Pricing Prospectus and the Prospectus, accurately and fully describes in all material respects of: (A) accounting policies which the Company believes are the most important in the portrayal of the financial condition and results of operations of the Company and the Subsidiaries on a consolidated basis and which require management’s most difficult, subjective or complex judgments (“critical accounting policies”); (B) judgments and uncertainties affecting the application of critical accounting policies; and (C) explanation of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. The Company’s board of directors and senior management have reviewed and agreed with the selection, application and disclosure of critical accounting policies. The section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Registration Statement, the Pricing Prospectus and the Prospectus, accurately and fully describes: (x) all material trends, demands, commitments, events, uncertainties and risks, and the potential effects thereof, that the Company believes would materially affect liquidity and are reasonably likely to occur; and (y) all material off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources of the Company and the Subsidiaries on a consolidated basis. There are no outstanding guarantees or other contingent obligations of the Company or the Subsidiaries that could reasonably be expected to have a Material Adverse Change. All governmental tax waivers from national and local governments of the PRC and other local and national PRC tax relief, concession and preferential treatment obtained by the Company or the Subsidiaries are valid, binding and enforceable.

(ggg) Payment of Dividends. Except as disclosed in the Registration Statement, Pricing Prospectus and the Prospectus, none of the Company’s Subsidiaries is currently prohibited, directly or indirectly, from paying any dividends to the Company or its other subsidiaries, from making any other distribution on such Subsidiary’s shares or capital stock, from repaying to the Company or the other subsidiaries any loans or advances to such Subsidiary from the Company or the other subsidiaries or from transferring any of such Subsidiary’s property or assets to the Company or any other subsidiary. Except as disclosed in the Registration Statement, Pricing Prospectus and the Prospectus, all dividends declared by a Subsidiary in the PRC may under the current laws and regulations of the PRC be freely transferred out of the PRC and may be paid in United States dollars, subject to the successful completion of PRC formalities required for such remittance, and all such dividends and other distributions will not be subject to withholding or other taxes under the laws and regulations of the PRC and are otherwise free and clear of any other tax, withholding or deduction in the PRC, and without the necessity of obtaining any governmental authorization in the PRC.

SECTION 2. Firm Shares; Additional Shares and Underwriters’ Warrants.

(a) Purchase of Firm Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters an aggregate of [●] Firm Shares at a purchase price (net of discounts)² of $[●] per Ordinary Share. The Underwriters agree to purchase from the Company the Firm Shares.

(b) Delivery of and Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 A.M., Eastern time, on the third (3^rd) Business Day following the Applicable Time, or at such time as shall be agreed upon by the Underwriters and the Company, at the offices of the Representative’s counsel or at such other place as shall be agreed upon by the Underwriters and the Company. The hour and date of delivery of and payment for the Firm Shares are called the “Closing Date.” The closing of the payment of the purchase price is referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds upon delivery to the Underwriters of certificates (in form and substance reasonably satisfactory to the Underwriters) representing the Firm Shares (or if uncertificated through the full FAST transfer facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Firm Shares shall be registered in such names and in such denominations as the Underwriters may request in writing at least two Business Days prior to the Closing Date. If certificated, the Company will permit the Underwriters to examine and package the Firm Shares for delivery at least one full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Underwriters for all the Firm Shares. A “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York, State of New York, U.S.A., are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds’ transfer systems (including for wire transfers) are open for use by customers on such day.

(c) Additional Shares. The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase up to an additional [●]³ Ordinary Shares (the “Additional Shares”), in each case solely for the purpose of covering over-allotments of such securities, if any. The Over-allotment Option is, at the Underwriters’ sole discretion, for Additional Shares.

(d) Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative in whole or part from time to time on or within 45 days after the Closing Date. The purchase price to be paid per Additional Share shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Underwriters, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares do not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such notice and (ii) the Underwriters shall purchase that number of Additional Shares.

² 7.0%.

³ 15 % of the Firm Shares.

(e) Delivery and Payment of Additional Shares. Payment for the Additional Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, upon delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing the Additional Shares (or through the facilities of DTC) for the account of the Underwriters. The Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request in writing at least two (2) full Business Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Additional Shares except upon tender of payment by the Underwriters for applicable Additional Shares. The Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Firm Shares and Additional Shares.

(f) Underwriting Discount. In consideration of the services to be provided for hereunder, the Underwriters shall receive a seven percent (7%) underwriting discount, with respect to any Offered Securities sold to investors in this Offering.

(g) Underwriters’ Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the applicable Closing Date, warrants, substantially in the form of Exhibit A attached hereto, to purchase such number of Shares equal to five percent (5%) of the Offered Securities sold by the Company (the “Underwriters’ Warrants”). The Underwriters’ Warrants shall be exercisable on a cash or cashless basis, in whole or in part, commencing anytime beginning 180 days after the commencement of the sale of the Firm Shares pursuant to FINRA Rule 5110(e) and expiring on the fifth year anniversary of the commencement of sales of the Firm Shares at an initial exercise price of $[●] per Ordinary Share, which is equal to one hundred and ten percent (110%) of the initial public offering price per Firm Share. During such time as the Underwriters’ Warrants are outstanding, the Company will agree not to merge, reorganize, or take any action which would terminate the Underwriters’ Warrants without first making adequate provisions for the Underwriters’ Warrants.

The Firm Shares, the Additional Shares, and the Underwriters’ Securities are herein referred to collectively as the “Securities.”

SECTION 3. Covenants of the Company.

The Company covenants and agrees with the Underwriters as follows:

(a) Underwriters’ Review of Proposed Amendments and Supplements. During the period beginning at the Applicable Time and ending on the later of the Closing Date or such date as, in the opinion of Representative’s counsel, the Prospectus is no longer required by law to be delivered in connection with sales by the Underwriters or selected dealers, including under circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act (the “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement or the Prospectus, including any amendment or supplement through incorporation by reference of any report filed under the Exchange Act, the Company shall furnish to the Underwriters for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Underwriters reasonably objects.

(b) Securities Act Compliance. After the date of this Agreement, during the Prospectus Delivery Period, the Company shall promptly advise the Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Pricing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, the Pricing Prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Offered Securities from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time, the Company will use commercially reasonable efforts to obtain the lifting of such order at the earliest possible moment, or will file a new registration statement and use commercially reasonable efforts to have such new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

(c) Exchange Act Compliance. During the Prospectus Delivery Period, to the extent the Company becomes subject to reporting obligation under the Exchange Act, the Company will file all documents required to be filed with the Commission pursuant to Sections 13, 14, or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act.

(d) Amendments and Supplements to the Registration Statement, Prospectus, and Other Securities Act Matters. If, during the Prospectus Delivery Period, any event or development shall occur or condition exist as a result of which the Registration Statement, Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made, as the case may be, not misleading, or if it shall be necessary to amend or supplement the Reigstration Statement, Disclosure Package or the Prospectus, in order to make the statements therein, in the light of the circumstances under which they were made, as the case may be, not misleading, or if in the opinion of the Underwriters it is otherwise necessary to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus, or to file a new registration statement containing the Prospectus, in order to comply with law, including in connection with the delivery of the Prospectus, the Company agrees to (i) notify the Underwriters of any such event or condition (unless such event or condition was previously brought to the Company’s attention by the Underwriters during the Prospectus Delivery Period) and (ii) promptly prepare (subject to Section 3(a) and Section 3(f) hereof), file with the Commission (and use commercially reasonable efforts to have any amendment to the Registration Statement or any new registration statement to be declared effective) and furnish at its own expense to the Underwriters and to dealers, amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus, or any new registration statement, necessary in order to make the statements in the Disclosure Package or the Prospectus as so amended or supplemented, in the light of the circumstances under which they were made, as the case may be, not misleading or so that the Registration Statement, the Disclosure Package or the Prospectus, as amended or supplemented, will comply with law.

(e) Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(f) Copies of any Amendments and Supplements to the Prospectus. The Company agrees to furnish the Underwriters, without charge, during the Prospectus Delivery Period, as many copies of each of the preliminary prospectuses, the Prospectus, and the Disclosure Package, and any amendments and supplements thereto (including any documents incorporated or deemed incorporated by reference therein) as the Underwriters may reasonably request.

(g) Use of Proceeds. The Company shall apply the net proceeds from the sale of the Offered Securities sold by it in the manner described under the caption “Use of Proceeds” in the Disclosure Package and the Prospectus.

(h) Transfer Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Offered Securities for not less than three years after the Closing Date.

(i) Internal Controls. The Company will maintain a system of internal accounting controls designed to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with U.S. GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The internal controls, upon consummation of the offering of the Offered Securities, will be overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of the Nasdaq Stock Market (“Nasdaq”).

(j) Exchange Listing. The Ordinary Shares have been duly authorized for listing on The Nasdaq Capital Market, subject to official notice of issuance. The Company is in material compliance with the provisions of the rules and regulations promulgated by Nasdaq and has no reason to believe that it will not, in the foreseeable future, continue to be, in compliance with all such listing and maintenance requirements (to the extent applicable to the Company as of the date hereof, the Closing Date or the Option Closing Date; and subject to all exemptions and exceptions from the requirements thereof as are set forth therein, to the extent applicable to the Company). Without limiting the generality of the foregoing and subject to the qualifications above: (i) all members of the Company’s board of directors who are required to be “independent” (as that term is defined under applicable laws, rules and regulations), including, without limitation, all members of each of the audit committee, compensation committee and nominating committee of the Company’s board of directors, will, on the Closing Date, meet the qualifications of independence as set forth under such laws, rules and regulations, (ii) the audit committee of the Company’s board of directors will, on the Closing Date, have at least one member who is an “audit committee financial expert” (as that term is defined under such laws, rules and regulations), and (iii) that, based on discussions with Nasdaq, the Company meets all requirements for listing on The Nasdaq Capital Market.

(k) Future Reports to the Underwriters. For one year after the date of this Agreement, the Company will furnish, if not otherwise available on EDGAR, to the Representative at 75 Rockefeller Plaza, Suite 1838, New York, NY 10019, Attention: Edric Guo, Chief Executive Officer: (i) as soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, shareholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants; (ii) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 20-F, bi-annual financial statements using a Form 6-K or other report filed by the Company with the Commission; and (iii) as soon as available, copies of any report or communication of the Company mailed generally to holders of its shares.

(l) No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

(m) Existing Lock-Up Agreements. Except as described in the Registration Statement, the Disclosure Package, and the Prospectus, there are no existing agreements between the Company and its security holders that prohibit the sale, transfer, assignment, pledge, or hypothecation of any of the Company’s securities. The Company will direct the transfer agent to place stop transfer restrictions upon the securities of the Company that is bound by such “lock-up” agreements for the duration of the periods contemplated therein.

(n) Company Lock-up.

(i) The Company will not, without the prior written consent of the Representative, for a period of twelve (12) months from the commencement of the sale of the public securities in the offering (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option (other than share options to be issued pursuant to employment share option scheme (the “ESOP”)), which shall not result in a more than 20% increase in the post-Offering total issued and outstanding shares as described in the Pricing Prospectus and such share options shall not vest for at least 180 days from after the commencement of sale of the Offered Securities in the Offering) or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

(ii) The restrictions contained in Section 3(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) the Underlying Shares, (C) Ordinary Shares issued pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding as of the Closing Date and described in the Registration Statement, the Disclosure Package or the Prospectus, (D) Ordinary Shares or options to purchase Ordinary Shares or other Ordinary Shares based award issued or granted pursuant to the Company’s share incentive plans, share purchase plan, share ownership plan or dividend reinvestment plan in effect at the Closing Date andor as described in the Registration Statement, the Disclosure Package or the Prospectus, and (E) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (E) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

(o) Notwithstanding the restrictions contained in Section 3(n), the Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Underwriters, it will not, for a period of twelve (12) months from the commencement of the Company’s first day of trading, directly or indirectly in any “at-the-market” or continuous or variable rate equity transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of the Company or any securities convertible into or exercisable or exchangeable for shares of the Company, other than the ESOP.

(p) Right of First Refusal. The Company and the Representative agree that for a period of twelve (12) months from the Closing Date, the Company grants the Representative the right (provided that the Offering is completed) to provide investment banking services to the Company on an exclusive basis in all matters for which investment banking services are sought by the Company (such right, the “Right of First Refusal”), which right is exercisable in the Representative’s sole discretion. For these purposes, investment banking services shall include, without limitation, (a) acting as lead manager for any underwritten public offering; (b) acting as exclusive placement agent, initial purchaser or financial advisor in connection with any private offering of securities of the Company; and (c) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its shares or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the shares or assets of the Company, and any merger or consolidation of the Company with another entity. The Representative shall notify the Company of its intention to exercise the Right of First Refusal within 15 Business Days following notice in writing by the Company. Any decision by the Representative to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Representative and shall be subject to general market conditions. If the Representative declines to exercise the Right of First Refusal in writing, the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not more favorable to such other person or persons than the terms declined by the Representative. The Right of First Refusal granted hereunder may be terminated by the Company for “Cause,” which shall mean a material breach by the Representative of this Agreement or a material failure by the Representative to provide the services as contemplated by this Section 3(p).

SECTION 4. Payment of Fees and Expenses. (a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement expires or is terminated, the Company agrees to pay all costs, fees and expenses incurred in connection with the transactions contemplated hereby, including without limitation (i) all of the reasonable and documented out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) incurred by the Representative in an aggregate amount not to exceed $250,000 (inclusive of the Advance as defined below), provided that any expense over $5,000 shall require prior written or email approval of the Company, (ii) all expenses incident to the issuance and delivery of the Offered Securities (including all printing and engraving costs, if any), (iii) all fees and expenses of the clearing firm, registrar and transfer agent of the Offered Securities, (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities, (v) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, each preliminary prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, any Agreement Among Underwriters, any Selected Dealer Agreement, and (vii) all filing fees, attorneys’ fees and expenses incurred by the Company, or the Representative, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Representative of such qualifications, registrations and exemptions. The Company has advanced $50,000 to the Representative to cover its out-of-pocket expenses (the “Advance”). The Advance will be returned to the Company to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4).

(b) Upon the termination of this Agreement, the Company shall reimburse the Representative for the full amount of its actual accountable expenses incurred up to and including the date of termination, and, incompliance with FINRA Rule 5110(g)(5)(B), the Representative shall be entitled to the compensation commensurate with that set forth under Sections 2(f), 2(g), 4 and 7 if the Company completes an offering with a party introduced to the Company by the Representative regarding an offering prior to such termination (collectively, the “Identified Party”) during the twelve (12) month period following the termination of this Agreement.

SECTION 5. Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Offered Securities as provided herein on the Closing Date or the Option Closing Date shall be subject to (1) the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof and as of the Closing Date or the Option Closing Date as though then made; (2) the timely performance by the Company of its covenants and other obligations hereunder; and (3) each of the following additional conditions:

(a) Accountant’s Comfort Letter. On the date hereof, the Representative shall have received from the Accountant, a letter dated the date hereof addressed to the Representative, in form and substance satisfactory to the Representative, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Representative, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement and the Prospectus.

(b) Effectiveness of Registration Statement; Compliance with Registration Requirements; No Stop Order. During the period from and after the execution of this Agreement to and including the Closing Date or the Option Closing Date, as applicable:

(i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective; and

(ii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission.

(c) No Material Adverse Change. For the period from and after the date of this Agreement to and including the Closing Date or the Option Closing Date, in the reasonable judgment of the Representative, there shall not have occurred any Material Adverse Change to the Company or any of its Subsidiaries.

(d) Chief Financial Officer’s Certificate. On the Closing Date and/or the Option Closing Date, the Representative shall have received a written certificate executed by the Chief Financial Officer of the Company, dated as of such date, on behalf of the Company, with respect to certain financial data contained in the Registration Statement, Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Underwriters.

(e) Officers’ Certificate. On the Closing Date and/or the Option Closing Date, the Representative shall have received a written certificate executed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated as of such date, to the effect that the signers of such certificate have reviewed the Registration Statement, the Disclosure Package and the Prospectus and any amendment or supplement thereto, each Issuer Free Writing Prospectus and this Agreement, to the effect that:

(i) The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date;

(ii) No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus has been issued and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order having the effect of ceasing or suspending the distribution of the Offered Securities or any other securities of the Company has been issued by any securities commission, securities regulatory authority or stock exchange in the United States or elsewhere and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange in the United States or elsewhere; and

(iii) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the Company and the Subsidiaries taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent, that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary course of business; (d) any material change in the share capital (except changes thereto resulting from the exercise of outstanding options or warrants or conversion of outstanding indebtedness into Ordinary Shares of the Company) or outstanding indebtedness of the Company or any Subsidiary (except for the conversion of such indebtedness into Ordinary Shares of the Company); (e) any dividend or distribution of any kind declared, paid or made on Ordinary Shares of the Company; or (f) any loss or damage (whether or not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustained which has a Material Adverse Change.

(f) Secretary’s Certificate. On the Closing Date and/or the Option Closing Date, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated such Closing Date or the Option Closing Date, as the case may be, respectively, certifying: (i) that each of the Company’s certificate of incorporation and Amended and Restated Memorandum and Articles of Association attached to such certificate is true and complete, has not been modified and is in full force and effect; (ii) that each of the Subsidiaries’ articles of association, memorandum of association or charter documents attached to such certificate is true and complete, has not been modified and is in full force and effect; (iii) that the resolutions of the Company’s board of directors relating to the Offering attached to such certificate are in full force and effect and have not been modified; (iv) as to the incumbency of the officers of the Company; and (v) the good standing of the Company and each of the Subsidiaries (except in such jurisdictions where the concept of good standing is not applicable). The documents referred to in such certificate shall be attached to such certificate.

(g) Bring-down Comfort Letter. On the Closing Date and/or the Option Closing Date, the Representative shall have received from the Accountant, a letter dated such date, in form and substance satisfactory to the Representative, to the effect that the Accountant reaffirms the statements made in the letter furnished by it pursuant to subsection (a) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three Business Days prior to the Closing Date and/or the Option Closing Date.

(h) Lock-Up Agreement from Certain Security holders of the Company. On or prior to the date hereof, the Company shall have furnished to the Representative an agreement substantially in the form of Exhibit B hereto from each of the Company’s officers, directors, all security holders of the Ordinary Shares or securities convertible into or exercisable for Ordinary Shares listed on Schedule D hereto.

(i) Exchange Listing. The Offered Securities to be delivered on the Closing Date and/or the Option Closing Date shall have been approved for listing on The Nasdaq Capital Market, subject to official notice of issuance.

(j) Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received:

(i)	the favorable opinion of Sichenzia Ross Ference LLP, counsel to the Company, addressed to the Representative on behalf of the Underwriters, in form and substance reasonably satisfactory to the Representative and a negative assurance letter, addressed to the Representative on behalf of the Underwriters, in form and substance reasonably satisfactory to the Representative;
(ii)	the favorable opinion of VISCHER AG, Swiss counsel to the Company, addressed to the Representative on behalf of the Underwriters, in form and substance reasonably satisfactory to the Representative.
(iii)	the favorable opinion of Chungs Lawyers, Hong Kong Special Administrative Region counsel to the Company, addressed to the Representative on behalf Underwriters, in form and substance reasonably satisfactory to the Representative.
(iv)	the favorable opinion of King & Wood Mallesons, Australia counsel to the Company, addressed to the Representative on behalf of the Underwriters, in form and substance reasonably satisfactory to the Representative.
(v)	the favorable opinion of Beijing DeHeng Law Office, PRC counsel to the Company, addressed to the Representative on behalf of the Underwriters, in form and substance reasonably satisfactory to the Representative; and
(vi)	the favorable opinion of Ogier, Cayman Islands counsel to the Company, addressed to the Representative for the benefit of the Underwriters, in form and substance reasonably satisfactory to the Representative.

The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel, Ogier, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation and validity of the Offered Securities and the Underlying Shares, and (ii) the Company’s Swiss counsel, VISCHER AG, filed as Exhibit 8.2 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section, (iii) the Company’s Hong Kong Special Administrative Region counsel, Chungs Lawyers, filed as Exhibit 8.3 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section, (iv) the Company’s PRC counsel, Beijing DeHeng Law Offices, filed as Exhibit 8.4 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section, and (v) the Company’s Australia counsel, King & Wood Mallesons, filed as Exhibit 8.5 to the Registration Statement as well as the opinions delivered on the Closing Date pursuant to this Section.

(k) Additional Documents. On or before the Closing Date and/or the Option Closing Date, the Representative, and counsel for the Representative shall have received such information, documents, and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Offered Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by written notice to the Company at any time on or prior to the Closing Date and/or the Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 7 shall at all times be effective and shall survive such termination.

SECTION 6. Effectiveness of this Agreement. This Agreement shall not become effective until the later of (i) the execution of this Agreement by the parties hereto and (ii) notification (including by way of oral notification from the reviewer at the Commission) by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act.

SECTION 7. Indemnification.

(a) Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees agents and counsel and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability or action; as such fees and expenses are incurred. provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. In no event shall any indemnity by the Company under this Section 7(a) exceed the net proceeds after discounts and commission received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

(b) Indemnification by the Underwriters. The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out of (i) any untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts and commission received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Underwriter might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

(c) Procedure. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify such indemnifying party in writing of the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent it has been materially adversely prejudiced by such failure; and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 7. If any such action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of such action with counsel reasonably satisfactory to the indemnified party (which counsel shall not, except with the written consent of the indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume the defense of such action, except as provided herein, the indemnifying party shall not be liable to the indemnified party under Section 7(a) or 7(b), as applicable, for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of such action other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 7(a), (ii) such indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to diligently defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party and the indemnifying party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in connection with the defense of such action; provided, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time any such indemnified party (in addition to any local counsel), which firm shall be designated in writing by the Underwriters if the indemnified party under this Section 7 is an Underwriter Indemnified Party or by the Company if an indemnified party under this Section 7 is a Company Indemnified Party. Subject to this Section 7(c), the amount payable by an indemnifying party under Section 7 shall include, but not be limited to, (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any action, investigation, proceeding or claim, and (y) all amounts paid in settlement of any of the foregoing. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or any claim whatsoever, in respect of which indemnification or contribution could be sought under this Section 7 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with its written consent, if its consent has been unreasonably withheld, conditioned or delayed or if there be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated herein effected without its written consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the request for reimbursement, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(d) Contribution. If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under Section 7(a) or Section 7(b), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid, payable or otherwise incurred by such indemnified party as a result of such loss, claim, damage, expense or liability (or any action, investigation or proceeding in respect thereof), as incurred, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Offered Securities, or (ii) if the allocation provided by clause (i) of this Section 7(d) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) of this Section 7(d) but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party or parties on the other with respect to the statements, omissions, acts or failures to act which resulted in such loss, claim, damage, expense or liability (or any action, investigation or proceeding in respect thereof) as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other with respect to such offering shall be deemed to be in the same proportion as the total proceeds from the offering of the Offered Securities purchased by investors as contemplated by this Agreement (before deducting expenses) received by the Company bear to the total underwriting discounts received by the Underwriters in connection with the Offering, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement, omission, act or failure to act; provided that the parties hereto agree that the written information furnished to the Company by the Underwriters for use in any preliminary prospectus, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriters’ Information. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 7(d) be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense, liability, action, investigation or proceeding referred to above in this Section 7(d) shall be deemed to include, for purposes of this Section 7(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding. Notwithstanding the provisions of this Section 7(d), the Underwriters shall not be required to contribute any amount in excess of the total discounts received in cash by the Underwriters in connection with the Offering less the amount of any damages that the Underwriters have otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement, omission or alleged omission, act or alleged act or failure to act or alleged failure to act. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

SECTION 8. Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by Nasdaq; (ii) a general banking moratorium shall have been declared by any U.S. federal, PRC, HK SAR, Switzerland, Australia, or Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States, PRC or international financial markets, or any substantial change or development involving a prospective substantial change in United States’, PRC’s or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of Securities, (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have become aware after the date hereof of such a Material Adverse Change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the Offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities. Any termination pursuant to this Section 8 shall be without liability on the part of (a) the Company to any of the Underwriters, except the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

SECTION 9. No Advisory or Fiduciary Responsibility. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the Offering of the Offered Securities. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arms-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the Offering of the Offered Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including, without limitation, any negotiation related to the pricing of the Offered Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

SECTION 10. Representations and Indemnities to Survive Delivery; Third-Party Beneficiaries. The respective indemnities, agreements, representations, warranties, and other statements of the Company, of its officers, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Offered Securities sold hereunder and any termination of this Agreement. Each investor shall be a third-party beneficiary with respect to the representations, warranties, covenants, and agreements of the Company set forth herein.

SECTION 11. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, or emailed to the parties hereto as follows:

If to the Underwriters:

Univest Securities, LLC

75 Rockefeller Plaza, Suite 1838

New York, NY 10019

Attn: Mr. Edric Guo, Chief Executive Officer

Email: yguo@univest.us

With a copy (which shall not constitute notice) to:

Carmel, Milazzo & Feil LLP

55 West 39th Street, 4th Floor

New York, NY 10018

Attn: Ross David Carmel, Esq.

Email: rcarmel@cmfllp.com

If to the Company:

BIOLINGUS (CAYMAN) LIMITED

Grossmatt 6CH-6052

Hergiswil NW

Switzerland

Attn: Yves Decadt, Chief Executive Officer

Email: yves.decadt@biolingus.ch

With a copy (which shall not constitute notice) to:

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Attn: Benjamin Tan, Esq.

Email: btan@srf.law

Any party hereto may change the address for receipt of communications by giving written notice to the others.

SECTION 12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and to the benefit of the employees, officers, and directors and controlling persons referred to in Section 7, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Offered Securities as such merely by reason of such purchase.

SECTION 13. Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph, or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph, or provision hereof. If any Section, paragraph, or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

SECTION 14. Governing Law Provisions. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to conflict of laws principles thereof.

SECTION 15. Consent to Jurisdiction. No legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (each, a “Related Proceeding”) may be commenced, prosecuted, or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts (collectively, the “Specified Courts”) shall have jurisdiction over the adjudication of any Related Proceeding, and the parties to this Agreement hereby irrevocably consent to the exclusive jurisdiction the Specified Courts and personal service of process with respect thereto. The parties to this Agreement hereby irrevocably waive any objection to the laying of the venue of any Related Proceeding in the Specified Courts and irrevocably waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The official language of this Agreement is English and the parties agree that it shall be governed by the meanings of and interpreted in the English language.

SECTION 16. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement relating to the subject matter hereof and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations with respect to the Offering. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs, and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.

The respective indemnities, contribution agreements, representations, warranties, and other statements of the Company and the Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the officers or employees of the Underwriters, any person controlling any of the Underwriters, the Company, the officers or employees of the Company, or any person controlling the Company, (ii) acceptance of the Offered Securities and payment for them as contemplated hereby and (iii) termination of this Agreement.

Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Underwriters, the Underwriters’ officers and employees, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Offered Securities from the Underwriters merely because of such purchase.

[Signature Page Follows]

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,
BIOLINGUS (CAYMAN) LIMITED
By:
Name:	Yves Decadt
Title:	Chief Executive Officer

The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.

For itself and on behalf of the several
Underwriters listed on Schedule A hereto
UNIVEST SECURITIES, LLC
By:
Name:	Edric Guo
Title:	Chief Executive Officer

SCHEDULE A

Underwriters	Number of Firm Shares
Univest Securities, LLC
Fosun International Securities Limited
Total

SCHEDULE B

Issuer Free Writing Prospectus(es)

SCHEDULE C

Pricing Information

Number of Firm Shares: [●]

Number of Additional Shares: [●]

Public Offering Price per Ordinary Share: $[●]

Underwriting Discount per Ordinary Share: $[●]

Proceeds to Company per Ordinary Share (before expenses): $[●]

SCHEDULE D

Lock-Up Parties

Name

Yves Decadt

Sai Ying Thomas Ko

Chun Pong Hui

Chi Kan Kwok

Keith Hon Kee Lau

Tuck Seng Low

Didier Coquoz

Glorious Quintessence Limited  

SCHEDULE E

Subsidiaries of BioLingus (Cayman) Limited

Subsidiaries	Jurisdiction of Incorporation or Organization
BioLingus (BVI) Limited	British Virgin Islands
BioLingus Research (Australia) Pty Ltd	Australia
BioLingus (Hong Kong) Limited	Hong Kong Special Administrative Region
BioLingus Beijing	People’s Republic of China
Biolingus IP GmbH	Switzerland

EXHIBIT A

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN (I) UNIVEST SECURITIES, LLC, OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF UNIVEST SECURITIES, LLC, OR OF ANY SUCH UNDERWRITERS OR SELECTED DEALER.

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 202[●]. VOID AFTER 5:00 P.M., UNITED STATES EASTERN TIME, [●], 202[●].⁴

UNDERWRITERS’ WARRANT

FOR THE PURCHASE OF [●] ORDINARY SHARES

OF

BIOLINGUS (CAYMAN) LIMITED

1. Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between BIOLINGUS (CAYMAN) LIMITED, a Cayman Islands exempted company limited by shares (the “Company”), on the one hand, and Univest Securities, LLC[Fosun International Securities Limited, on the other hand, dated [●], 202[●], as amended (the “Underwriting Agreement”), [●] (“Holder”) and its assignees, as registered holders of this Purchase Warrant, for the consideration of $[●]⁵, paid at the time of the closing of the Offering, is entitled, at any time or from time to time from [●], 202[●] (the “Effective Date”), being the date that is one hundred and eighty (180) days after the date of the commencement of the sales of the Company’s ordinary shares, US$0.000001 par value per share (the “Ordinary Shares”), and at or before 5:00 p.m., United States Eastern time, on [●], 202[●] (five (5) years from the date hereof) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Ordinary Shares (equal to five (5.0%) percent of the Ordinary Shares sold in the offering including any exercise of the overallotment option), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close in New York City, New York, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. In no event shall this Purchase Warrant be exercisable after [●], 2028, which is the date that is five (5) years from the date of the commencement of the sales of the Ordinary Shares in the Company’s initial public offering. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this purchase warrant (“Purchase Warrant”). This Purchase Warrant is initially exercisable at $[●] per Ordinary Share (110% of the price of the Ordinary Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.

⁴ A date that is five years after the Effective Date of this Warrant.

⁵ $0.01 per [Warrant or shares underlying the Warrant?]

2. Exercise.

2.1 Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Ordinary Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.

2.2 Cashless Exercise. If at any time after the Effective Date and until the Expiration Date, there is no effective registration statement registering the Ordinary Shares subject to this Purchase Warrant, or the prospectus contained therein is not available for the issuance of the Ordinary Shares to the Holder, Holder may elect to receive the number of Ordinary Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall issue to Holder, Shares in accordance with the following formula:

X = Y(A-B)

            A

Where,

X	=	X=The number of Ordinary Shares to be issued to Holder;
Y	=	Y=The number of Ordinary Shares for which the Purchase Warrant is being exercised;
A	=	A=The fair market value of one Ordinary Share; and
B	=	B=The Exercise Price.

For purposes of this Section 2.2, the “fair market value” of an Ordinary Share is defined as follows: for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on a national securities exchange, the bid price of the Ordinary Shares for the time in question (or the nearest preceding date) on the national securities exchange on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Ordinary Shares are traded on OTCQB or OTCQX, the volume weighted average sales price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Ordinary Shares so reported, or (d) in all other cases, the fair market value of an Ordinary Shares as determined by an independent appraiser selected in good faith by the Holders and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

2.3 Legend. Each certificate for the Ordinary Shares purchased under this Purchase Warrant shall bear a legend as follows unless such Ordinary Shares have been registered under the Securities Act of 1933, as amended (the “Act”), or are exempt from registration under the Act:

“The Ordinary Shares represented by this certificate have not been registered under the Act, or applicable state law. Neither the Ordinary Shares nor any interest therein may be offered for sale, sold, or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law which, in the opinion of counsel to the Company, is available.”

3. Transfer.

3.1 General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days following the Effective Date to anyone other than: (i) the Underwriter or a representative or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2). On and after that date that is one hundred eighty (180) days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto as Exhibit B duly executed and completed, together with this Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Ordinary Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.

3.2 Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Company that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company, (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities that has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and includes a current prospectus or (iii) a registration statement, pursuant to which the Holder has exercised its registration rights pursuant to Sections 4.1 and 4.2 herein, relating to the offer and sale of such securities has been filed and declared effective by the Commission and compliance with applicable state securities law has been established.

4. Registration Rights.

4.1 “Piggy-Back” Registration. Unless all of the Ordinary Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”) are included in an effective registration statement with a current prospectus, the Holder shall have the right, until the Expiration Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145 promulgated under the Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Ordinary Shares of Registrable Securities which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit; and further provided that no such piggy-back rights shall exist for so long as the Registrable Securities (which term shall include those paid as consideration pursuant to the cashless exercise provisions of this Warrant) may be sold pursuant to Rule 144 of the Act without restriction. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holders. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice, within seven (7) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Purchase Warrant, there shall be no limit on the number of times the Holders may request registration under this Section 4.1.

4.2 Mandatory Registration. Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, the Company shall prepare and file with the SEC on one occasion at its sole expense, upon the written notice of the Holders at any time commencing six (6) months after the date that this Warrant becomes exercisable and on or before the fifth anniversary date of the Effective Date, a required registration statement (the “Required Registration Statement”) concerning the resale of all of the Registrable Securities. The Required Registration Statement shall be on Form F-3 if available for such a registration and if unavailable, the Company shall register the resale of the Registrable Securities on Form F-1 or another appropriate form reasonably acceptable to the Holder and undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holders, the Company shall give notice to the other Holders of the Purchase Warrants advising that the Company is proceeding with such registration statement and offering to include therein Purchase Warrants of such other Holders. The Company shall not be obligated to any such other Holders unless such other Holders shall accept such offer by notice in writing to the Company within five (5) days thereafter. The Company shall use its commercially reasonable efforts to have such Required Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Purchase Warrant, declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to qualify the Purchase Warrants in those jurisdictions requested by the Holder.

4.3 General Terms.

4.3.1 Expenses of Registration. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4 hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities.

4.3.2 Indemnification. The Company shall indemnify, to the fullest extent permitted by applicable laws, the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20 (a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriter contained in Section 6 of the Underwriting Agreement.

4.3.3 Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

4.3.4 Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the registration statement filed by the Company shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

4.3.5 Damages. Should the registration or the effectiveness thereof required by Section 4 hereof be delayed by the Company or the Company otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond or other security.

5. New Purchase Warrants to be Issued.

5.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder(s) without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder(s) evidencing the right of the Holder(s) to purchase the number of Ordinary Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.

5.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

6. Adjustments.

6.1 Adjustments to Exercise Price and Number of Ordinary Shares. The Exercise Price and the number of Ordinary Shares underlying this Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:

6.1.1 Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Ordinary Shares are increased by a share dividend payable in Ordinary Shares or by a split up of the Ordinary Shares or other similar events, then, on the effective day thereof, the number of Ordinary Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Ordinary Shares, and the Exercise Price shall be proportionately decreased.

6.1.2 Aggregation of Ordinary Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Ordinary Shares is decreased by a consolidation, combination or reclassification of the Ordinary Shares or other similar events, then, on the effective date thereof, the number of Ordinary Shares hereunder shall be decreased in proportion to such decrease in outstanding shares, and the Exercise Price shall be proportionately increased.

6.1.3 Replacement of Ordinary Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares other than a change covered by Section 6.1.1, 6.1.2 or Section 6.1.3 hereof or that solely affects the par value of such Ordinary Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of Ordinary Shares or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holders of the number of Ordinary Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by Section 6.1.1, 6.1.2 or Section 6.1.3, then such adjustment shall be made pursuant to Section 6.1.1, Section 6.1.2, 6.1.3 and this Section 6.1.34 The provisions of this Section 6.1.4 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.

6.1.4 Fundamental Transaction. If, at any time while this Purchase Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of the Ordinary Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spinoff or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary Shares (not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with, the other Persons making or party to such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Purchase Warrant, the Holder shall have the right to receive, for each Purchase Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional or alternative consideration (the “Alternative Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Purchase Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternative Consideration based on the amount of Alternative Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternative Consideration in a reasonable manner reflecting the relative value of any different components of the Alternative Consideration. If holders of the Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternative Consideration it receives upon any exercise of this Purchase Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Purchase Warrant, and to deliver to the Holder in exchange for this Purchase Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Purchase Warrant which is exercisable for a corresponding number of shares of capital stock or other equity interests of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Purchase Warrant prior to such Fundamental Transaction, and with an exercise price which applies the Exercise Price hereunder to such shares of capital stock or other equity interests (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock or other equity interests, such number of shares of capital stock or other equity interests and such exercise price being for the purpose of protecting the economic value of this Purchase Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Purchase Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of, the Company and shall assume all of the obligations of the Company, under this Purchase Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

6.1.5 Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Ordinary Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the date hereof or the computation thereof.

6.2 Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change of the outstanding Ordinary Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of Ordinary Shares and other securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Ordinary Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section 6 shall similarly apply to successive consolidations or share reconstructions or amalgamations.

6.3 Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of an Ordinary Share upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of Ordinary Shares or other securities, properties or rights.

7. Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares, solely for the purpose of issuance upon exercise of this Purchase Warrant, such number of Ordinary Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase Warrant and payment of the Exercise Price therefor, in accordance with the terms hereby, all Ordinary Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as this Purchase Warrant shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Ordinary Shares issuable upon exercise of this Purchase Warrant to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTCQB Market or any successor quotation system) on which the Ordinary Shares issued to the public in the Offering may then be listed and/or quoted (if at all).

8. Certain Notice Requirements.

8.1 Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice Date”) for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.

8.2 Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its Ordinary Shares any additional shares of the Company or securities convertible into or exchangeable for shares of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

8.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.

8.4 Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have been duly made if made in accordance with the notice provisions of the Underwriting Agreement to the addresses and contact information for the Holder appearing on the books and records of the Company.

If to the Holder, then to:

Univest Securities, LLC

75 Rockefeller Plaza, Suite 1838

New York, New York 10019

Attn: Mr. Edric Guo, Chief Executive Officer

Email: yguo@univest.us

Fosun International Securities Limited

Suites 2101-2105, Champion Tower

3 Garden Road, Central, Hong Kong

Attn: Mr. Pharos Chan, Head of IBD

Email: pharos.chan@fosunwealth.com

with a copy (which shall not constitute notice) to:

Carmel, Milazzo & Feil LLP

55 West 39th Street

4th Floor

New York, NY 10018

Attn: Ross Carmel, Esq.

Email: rcarmel@cmfllp.com

If to the Company:

BIOLINGUS (CAYMAN) LIMITED

Grossmatt 6CH-6052

Hergiswil NW

Switzerland

Attn: Yves Decadt, Chief Executive Officer

Email: yves.decadt@biolingus.ch

With a copy (which shall not constitute notice) to:

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Attn: Benjamin Tan, Esq.

Email: btan@srf.law

9. Miscellaneous.

9.1 Amendments. The Company and the Underwriter may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and the Underwriter may deem necessary or desirable and that the Company and the Underwriter deem shall not adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.

9.2 Headings. The headings contained herein are for the sole purpose of convenience of reference and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.

9.3 Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

9.4 Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.

9.5 Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding, or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

9.6 Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

9.7 Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

9.8 Execution in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmissions.

9.9 Holder Not Deemed a Shareholder. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Purchase Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Purchase Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Purchase Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of share, reclassification of share, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Ordinary Shares which it is then entitled to receive upon the due exercise of this Purchase Warrant. In addition, nothing contained in this Purchase Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Purchase Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

9.10 Restrictions. The Holder acknowledges that the Shares acquired upon the exercise of this Purchase Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

9.11 Severability. Wherever possible, each provision of this Purchase Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Purchase Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Purchase Warrant.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the [●] day of [●], 202[●].

BIOLINGUS (CAYMAN) LIMITED
By:
Name:
Title:	Director

[Signature page to underwriters’ warrant agreement]

Form to be used to exercise Purchase Warrant:

Date: __________, 20___

The undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ Ordinary Shares of BIOLINGUS (CAYMAN) LIMITED (the “Company”) and hereby makes payment of $____ (at the rate of $____ per Ordinary Share) in payment of the Exercise Price pursuant thereto. Please issue the Ordinary Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Ordinary Shares for which this Purchase Warrant has not been exercised.

or

The undersigned hereby elects irrevocably to convert its right to purchase ___ Ordinary Shares under the Purchase Warrant for ______Ordinary Shares, as determined in accordance with the following formula:

	X	=	Y(A-B)
			A
Where,	X	=	The number of Ordinary Shares to be issued to Holder;
	Y	=	The number of Ordinary Shares for which the Purchase Warrant is being exercised;
	A	=	The fair market value of one Ordinary Share which is equal to $_____; and
	B	=	The Exercise Price which is equal to $______ per Ordinary Share.

The undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation shall be resolved by the Company in its sole discretion.

Please issue the Ordinary Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Ordinary Shares for which this Purchase Warrant has not been converted.

Signature: _____________________________________________

Signature Guaranteed

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name:_______________________________________________________

(Print in Block Letters)

Address: _____________________________________________________

NOTICE: The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.

Form to be used to assign Purchase Warrant: ASSIGNMENT

(To be executed by the registered Holder to effect a transfer of the within Purchase Warrant):

FOR VALUE RECEIVED, _______________________________ does hereby sell, assign and transfer unto the right to purchase __________ Ordinary Shares, BIOLINGUS (CAYMAN) LIMITED, a Cayman Islands exempted company limited by shares (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.

Dated:______, 20____

Signature: _______________________________________

Signature Guaranteed

NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.

EXHIBIT B

Form of Lock-Up Agreement

_______________, 202[●]

Univest Securities, LLC

75 Rockefeller Plaza, Suite 1838

New York, New York 10019

Re: BIOLINGUS (CAYMAN) LIMITED — Initial Public Offering

Ladies and Gentlemen:

The undersigned, an officer, director, and/or holder of Ordinary Shares (the “Ordinary Shares”), or rights to acquire Ordinary Shares (the “Shares”) of BIOLINGUS (CAYMAN) LIMITED (the “Company”), understands that you are the representative (the “Representative”) of several underwriters (collectively, the “Underwriters”), named or to be named in the final form of Schedule A to the underwriting agreement (the “Underwriting Agreement”) to be entered into among the Underwriters and the Company, providing for the public offering (the “Public Offering”) of securities of the Company (the “Securities”) pursuant to a registration statement filed or to be filed (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”).

In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering of the Securities, and for other good and valuable consideration, receipt of which is hereby acknowledged, the Undersigned hereby agrees, for the benefit of the Company, the Representative and the other Underwriters that, without the prior written consent of the Representative, the Undersigned will not, during the period commencing on the date of this Lock-up Agreement and continuing and including the date that is twelve (12) months after the closing of the Public Offering (the “Lock-Up Period”), unless otherwise provided herein, directly or indirectly (a) offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of (each a “Transfer”) any Relevant Security (as defined below) or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder) with respect to any Relevant Security or otherwise enter into any swap, derivative or other transaction or arrangement that Transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by the delivery of Relevant Securities, other securities, cash or other consideration, or otherwise publicly disclose the intention to do so. As used herein, the term “Relevant Security” means any Share, any warrant to purchase Shares or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for, Shares or any other equity security of the Company, in each case owned beneficially or otherwise by the Undersigned on the date of closing of the Public Offering or acquired by the Undersigned during the Lock-Up Period.

The restrictions in the foregoing paragraph shall not apply to (a) any exercise (including a cashless exercise or broker-assisted exercise and payment of tax obligations), vesting or settlement, as applicable, by the Undersigned of options or warrants to purchase Shares or other equity awards pursuant to any share incentive or award plan or share purchase plan of the Company; provided that any Shares received by the Undersigned upon such exercise, conversion or exchange will be subject to the Lock-Up Period, (b) any establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the Transfer of Shares (a “Trading Plan”); provided that (i) the Trading Plan shall not provide for or permit any Transfers, sales or other dispositions of Shares during the Lock-Up Period and (ii) the Trading Plan would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (c) any Transfer of Shares acquired in open market transactions following the closing of the Public Offering, provided the Transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (d) the Transfer of the Undersigned’s Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares to the Company in connection with the termination of the Undersigned’s employment with the Company or pursuant to contractual arrangements under which the Company has the option to repurchase such shares, provided that no filing by any party under the Exchange Act shall be required or shall be made voluntarily within 45 days after the date the Undersigned ceases to provide services to the Company, and after such 45^th day, if the Undersigned is required to file a report under the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares during the Lock-Up Period, the Undersigned shall clearly indicate in the footnotes thereto that the filing relates to the termination of the Undersigned’s employment, and no other public announcement shall be made voluntarily in connection with such transfer (other than the filing on a Form 5 made after the expiration of the Lock-Up Period), (e) the conversion of the outstanding securities into Shares, provided that any such Shares received upon such conversion shall be subject to the restrictions on Transfer set forth in this Lock-Up Agreement, or (f) the Transfer of Shares or any security convertible into or exercisable or exchangeable for Shares pursuant to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other similar transaction that is approved by the board of directors of the Company, made to all holders of Ordinary Shares involving a change of control (as defined below), provided that all of the Undersigned’s Relevant Securities subject to this Lock-Up Agreement shall remain subject to the restrictions herein. For purposes of this Lock-Up Agreement, “change of control” means any bona fide third party tender offer, merger, consolidation, or other similar transaction, in one transaction or a series of related transactions, the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of affiliated persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or more of the total voting power of the voting shares of the Company (or the surviving entity).

In addition, the Undersigned further agrees that, except for the Registration Statement or any registration statement on Form S-8, during the Lock-Up Period, the Undersigned will not, without the prior written consent of the Representative: (a) file or participate in the filing with the SEC any registration statement or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure documents, in each case with respect to any proposed offering or sale of a Relevant Security beneficially owned by the Undersigned, or (b) exercise any rights the Undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security beneficially owned by the Undersigned.

In furtherance of the Undersigned’s obligations hereunder, the Undersigned hereby authorizes the Company during the Lock-Up Period to cause the transfer agent for the Relevant Securities to decline to Transfer, and to note stop transfer restrictions on the register of members and other records relating to, Relevant Securities for which the Undersigned is the record owner and the Transfer of which would be a violation of this Lock-Up Agreement and, in the case of the Relevant Securities for which the Undersigned is the beneficial owner but not the record owner, the Undersigned agrees that during the Lock-Up Period it will use its reasonable best efforts to cause the record owner to authorize the Company to cause the relevant transfer agent to decline to transfer and to note stop transfer restrictions on the register of members and other records relating to such Relevant Securities to the extent such transfer would be a violation of this Lock-Up Agreement.

Notwithstanding the foregoing or anything contained herein to the contrary, the Undersigned may transfer the Undersigned’s Relevant Securities:

(i)	as a bona fide gift or gifts;
(ii)	To any immediate family member of the Undersigned, or to any trust, partnership, limited liability company, or other legal entity commonly used for estate planning purposes which are established for the direct or indirect benefit of the Undersigned or a member or members of the immediate family of the Undersigned;

(iii)	if the Undersigned is a corporation, partnership, limited liability company, trust or other business entity, (1) to another corporation, partnership, limited liability company, trust, or other business entity that is a direct or indirect Affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the Undersigned, (2) to partners, limited liability company members, shareholders or stockholders of the Undersigned or holders of similar equity interests in the Undersigned, or (3) in connection with a sale, merger or transfer of all or substantially all of the assets of the Undersigned or any other change of control of the Undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Lock-Up Agreement;
(iv)	if the Undersigned is a trust, to the trustee or beneficiary of such trust or to the estate of a beneficiary of such trust;
(v)	by testate or intestate succession;
(vi)	by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement;
(vii)	pursuant to the Underwriting Agreement; or
(viii)	the withholder of Shares by, or surrender of Shares to, the Company pursuant to a “net” or “cashless” exercise or settlement feature to cover taxes due upon or the consideration required in connection with the exercise of securities issued under an equity incentive plan or share purchase plan of the Company;

provided, in the case of clauses (i)-(vi), that (A) such transfer shall not involve a disposition for value, (B) the transferee agrees in writing with the Underwriters and the Company to be bound by the terms of this Lock-Up Agreement, and (C) such transfer would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made.

For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage, or adoption, not more remote than the first cousin.

If the Undersigned is an officer or director of the Company, (i) the Representative agrees that at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a Transfer of Shares, the Representative will notify the Company of the impending release or waiver and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

The Undersigned, whether or not participating in the Public Offering, understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Lock-Up Agreement.

The Undersigned hereby represents and warrants that the Undersigned has full power and authority to enter into this Lock-Up Agreement and that this Lock-Up Agreement has been duly authorized (if the Undersigned is not a natural person) and constitutes the legal, valid, and binding obligation of the Undersigned, enforceable in accordance with its terms. Upon request, the Undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the Undersigned shall be binding upon the successors and assigns of the Undersigned from the date of this Lock-Up Agreement.

This Agreement shall be delivered to the Representative prior to the execution of the Underwriting Agreement and shall automatically terminate upon the earliest to occur, if any, of (1) either the Underwriter, on the one hand, or the Company, on the other hand, advising the other in writing, they have determined not to proceed with the Offering, (2) termination of the Underwriting Agreement before the sale of Ordinary Shares, (3) the withdrawal of the Registration Statement, or (4) the termination of the Offering prior to the sale of Ordinary Shares.

This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective as the delivery of the original hereof.

[Signature page follows]

Very truly yours,

Signature:

Name (printed):

Title (if applicable):

Entity (if applicable):

[Signature page to lock-up agreement]

EXHIBIT B

FORM OF WAIVER OF LOCK-UP

, 202[●]

[Name and Address of

Officer or Director

Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter is being delivered to you in connection with the offering by BIOLINGUS (CAYMAN) LIMITED (the “Company”) of [●] Ordinary Shares, and the lock-up agreement dated , 202[●] (the “Lock-up Agreement”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20[●], with respect to [●] Ordinary Shares (the “Shares”).

The undersigned hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up agreement, but only with respect to the Shares, effective , 20[●]; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-up Agreement shall remain in full force and effect.

Very truly yours,

Acting severally on behalf of themselves and the several Underwriters named in Schedule 1 hereto

Univest Securities, LLC

By:

Name:

Title:

cc: BIOLINGUS (CAYMAN) LIMITED

EXHIBIT C

Form of Press Release

BIOLINGUS (CAYMAN) LIMITED

[●], 202[●]

BIOLINGUS (CAYMAN) LIMITED (the “Company”) announced today that Univest Securities, LLC, acting as representative for the underwriters in the Company’s recent public offering of [●] of the Company’s Ordinary Shares, is [waiving] [releasing] a lock-up restriction with respect to [●] Ordinary Shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [●], 20[●], and the securities may be sold on or after such date.

This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

EX-3.1

Exhibit 3.1

 

EX-3.2

Exhibit 3.2

Companies Act (Revised)

Company Limited by Shares

BioLingus (Cayman) Limited

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

(adopted by special resolutions passed on 22 February 2023)

www.verify.gov.ky File#: 341141	Filed: 27-Feb-2023 08:00 EST Auth Code: J57558542703

Companies Act (Revised)

Company Limited by Shares

Amended and Restated

Memorandum of Association

of

BioLingus (Cayman) Limited

(adopted by special resolutions passed on 22 February 2023)

1 The name of the Company is BioLingus (Cayman) Limited.

2 The Company’s registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide.

3 The Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.

4 The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit.

5 Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses without being duly licensed, namely:

(a) the business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (Revised); or

(b) insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Act (Revised); or

(c) the business of company management without being licensed in that behalf under the Companies Management Act (Revised).

6 Unless licensed to do so, the Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.

1
www.verify.gov.ky File#: 341141	Filed: 27-Feb-2023 08:00 EST Auth Code: J57558542703

7 The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member’s shares.

8 The share capital of the Company is USD20,000 divided into 20,000,000,000 ordinary shares of par value USD0.000001 each. However, subject to the Companies Act (Revised) and the Company’s articles of association, the Company has power to do any one or more of the following:

(a) to redeem or repurchase any of its shares; and

(b) to increase or reduce its capital; and

(c) to issue any part of its capital (whether original, redeemed, increased or reduced):

(i) with or without any preferential, deferred, qualified or special rights, privileges or conditions; or

(ii) subject to any limitations or restrictions

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

(d) to alter any of those rights, privileges, conditions, limitations or restrictions.

9 The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

2
www.verify.gov.ky File#: 341141	Filed: 27-Feb-2023 08:00 EST Auth Code: J57558542703

Companies Act (Revised)

Company Limited by Shares

BioLingus (Cayman) Limited

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

(adopted by special resolutions passed on 22 February 2023)

www.verify.gov.ky File#: 341141	Filed: 27-Feb-2023 08:00 EST Auth Code: J57558542703

CONTENTS

1        Definitions, interpretation and exclusion of Table A	1
Definitions	1
Interpretation	3
Exclusion of Table A Articles	4
2        Shares	4
Power to issue Shares and options, with or without special rights	4
Power to issue f ractions of a Share	4
Power to pay commissions and bro kerage fees	4
Trusts not recognised	5
Power to vary class rights	5
Effect of new Share issue on existing class rights	5
Capital contributions without issue of further Shares	5
No bearer Shares or warrants	6
Treasury Shares	6
Rights attaching to Treasury Shares and related matters	6
3        Share certificates	7
Issue of share certificates	7
Renewal of lost or damaged share certif icates	7
4        Lien on Shares	8
Nature and scope of lien	8
Company may sell Shares to satisfy lien	8
Authority to execute instrument of transfer	8
Consequences of sale of Shares to satisfy lien	9
Application of proceeds of sale	9
5        Calls on Shares and forfeiture	9
Power to make calls and effect of calls	9
Time when call made	10
Liability of joint holders	10
Interest on unpaid calls	10
Deemed calls	10
Power to accept early payment	10
Power to make different arrangements at time of issue of Shares	11
Notice of default	11
Forf eiture or surrender of Shares	11
Disposal of forf eited or surrendered Share and power to cancel forf eiture or surrender 11 Effect of forf eiture or surrender on former Member	11
Evidence of forf eiture or surrender	12
Sale of forf eited or surrendered Shares	12

www.verify.gov.ky File#: 341141	Filed: 27-Feb-2023 08:00 EST Auth Code: J57558542703

6        Transfer of Shares	13
Form of transfer	13
Power to refuse registration	13
Notice of refusal to register	13
Power to suspend registration	13
Fee, if any, payable for registration	13
Company may retain instrument of transfer	13
7        Transmission of Shares	13
Persons entitled on death of a Member	13
Registration of transfer of a Share following death or bankruptcy	14
Indemnity	14
Rights of person entitled to a Share following death or bankruptcy	14
8        Alteration of capital	15
Increasing, consolidating, converting, dividing and cancelling share capital	15
Dealing with f ractions resulting from consolidation of Shares	15
Reducing share capital	16
9        Redemption and purchase of own Shares	16
Power to issue redeemable Shares and to purchase own Shares	16
Power to pay for redemption or purchase in cash or in specie	16
Effect of redemption or purchase of a Share	17
10        Meetings of Members	17
Power to call meetings	17
Content of notice	18
Period of notice	18
Persons entitled to receive notice	18
Publication of notice on a website	19
Time a website notice is deemed to be given	19
Required duration of publication on a website	19
Accidental omission to give notice or non-receipt of notice	19
11        Proceedings at meetings of Members	20
Quorum	20
Lack of quorum	20
Use of technology	20
Chairman	20
Right of a director to attend and speak	20
Adjournment	21
Method of voting	21
Outcome of vote by show of hands	21
Withdrawal of demand for a poll	21
Taking of a poll	21
Chairman’s casting vote	22
Amendments to resolutions	22

www.verify.gov.ky File#: 341141	Filed: 27-Feb-2023 08:00 EST Auth Code: J57558542703

Written resolutions	22
Sole-member company	23
12        Voting rights of Members	23
Right to vote	23
Rights of joint holders	24
Representation of corporate Members	24
Member with mental disorder	24
Objections to admissibility of votes	25
Form of proxy	25
How and when proxy is to be delivered	25
Voting by proxy	26
13        Number of directors	27
14        Appointment, disqualification and removal of directors	27
First directors	27
No age limit	27
Corporate directors	27
No shareholding qualification	27
Appointment of directors	27
Removal of directors	28
Resignation of directors	28
Termination of the office of director	28
15        Alternate directors	29
Appointment and removal	29
Notices	30
Rights of alternate director	30
Appointment ceases when the appointor ceases to be a director	30
Status of alternate director	30
Status of the director making the appointment	31
16        Powers of directors	31
Powers of directors	31
Appointments to office	31
Remuneration	32
Disclosure of information	32
17        Delegation of powers	33
Power to delegate any of the directors’ powers to a committee	33
Power to appoint an agent of the Company	33
Power to appoint an attorney or authorised signatory of the Company	33
Power to appoint a proxy	34
18        Meetings of directors	34
Regulation of directors’ meetings	34

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Calling meetings	34
Notice of meetings	34
Period of notice	34
Use of technology	34
Place of meetings	35
Quorum	35
Voting	35
Validity	35
Recording of dissent	35
Written resolutions	35
Sole director’s minute	36
19        Permissible directors’ interests and disclosure	36
Permissible interests subject to disclosure	36
Notification of interests	37
Voting where a director is interested in a matter	37
20        Minutes	37
21        Accounts and audit	37
Accounting and other records	37
No automatic right of inspection	37
Sending of accounts and reports	38
Time of receipt if documents are published on a website	38
Validity despite accidental error in publication on website	38
When accounts are to be audited	39
22        Financial year	39
23        Record dates	39
24        Dividends	39
Declaration of dividends by Members	39
Payment of interim dividends and declaration of f inal dividends by directo rs	39
Apportionment of dividends	40
Right of set off	40
Power to pay other than in cash	40
How payments may be made	41
Dividends or other moneys not to bear interest in absence of special rights	42
Dividends unable to be paid or unclaimed	42
25        Capitalisation of profits	42
Capitalisation of profits or of any share premium account or capital redemption reserve	42
Applying an amount for the benefit of members	42
26        Share premium account	43
Directors to maintain share premium account	43

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Debits to share premium account	43
27        Seal	43
Company seal	43
Duplicate seal	43
When and how seal is to be used	43
If no seal is adopted or used	44
Power to allow non-manual signatures and facsimile printing of seal	44
Validity of execution	44
28        Indemnity	44
Indemnity	44
Release	45
Insurance	45
29        Notices	46
Form of notices	46
Electronic communications	46
Persons authorised to give notices	46
Delivery of written notices	47
Joint holders	47
Signatures	47
Evidence of transmission	47
Giving notice to a deceased or bankrupt Member	47
Date of giving notices	47
Saving provision	48
30        Authentication of Electronic Records	48
Application of Articles	48
Authentication of documents sent by Members by Electronic means	48
Authentication of document sent by the Secretary or Officers of the Company by Electronic means	49
Manner of signing	49
Saving provision	50
31        Transfer by way of continuation	50
32        Winding up	50
Distribution of assets in specie	50
No obligation to accept liability	51
The directors are authorised to present a winding up petition	51
33        Amendment of Memorandum and Articles	51
Power to change name or amend Memorandum	51
Power to amend these Articles	51

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Companies Act (Revised)

Company Limited by Shares

Amended and Restated

Articles of Association

of

BioLingus (Cayman) Limited

(adopted by special resolutions passed on 22 February 2023)

1 Definitions, interpretation and exclusion of Table A

Definitions

1.1	In these Articles, the following definitions apply:
	Act means the Companies Act (Revised).
	Articles means, as appropriate:

(a)	these Articles of Association as amended from time to time: or
(b)	two or more particular Articles of these Articles;
and Article refers to a particular Article of these Articles.

Business Day means a day other than a public holiday in the place where the Company’s registered office is located, a Saturday or a Sunday.

Clear Days, in relation to a period of notice, means that period excluding:

(a) the day when the notice is given or deemed to be given; and

(b) the day for which it is given or on which it is to take effect.

Company means the above-named company.

Default Rate means 10% (ten per cent) per annum.

Electronic has the meaning given to that term in the Electronic Transactions Act (Revised).

Electronic Record has the meaning given to that term in the Electronic Transactions Act (Revised).

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Electronic Signature has the meaning given to that term in the Electronic Transactions Act (Revised).

Fully Paid and Paid Up:

(a) in relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that Share, has been fully p aid or credited as paid in money or money’s worth;

(b) in relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in money or money’s worth.

Islands means the British Overseas Territory of the Cayman Islands.

Member means any person or persons entered on the register of members from time to time as the holder of a Share.

Memorandum means the Memorandum of Association of the Company as amended from time to time.

Officer means a person appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator, but does not include the Secretary.

Ordinary Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote. The expression also includes a unanimous written resolution.

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

Share means a share in the share capital of the Company; and the expression:

(a) includes stock (except where a distinction between shares and stock is expressed or implied); and

(b) where the context permits, also includes a fraction of a share.

Special Resolution has the meaning given to that term in the Act; and the expression includes a unanimous written resolution.

Treasury Shares means Shares of the Company held in treasury pursuant to the Act and Article 2.12.

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Interpretation

1.2 In the interpretation of these Articles, the following provisions apply unless the context otherwise requires:

(a) A reference in these Articles to a statute is a reference to a statute of the Islands as known by its short title, and includes:

(i) any statutory modification, amendment or re-enactment; and

(ii) any subordinate legislation or regulations issued under that statute.

Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

(b) Headings are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity.

(c) If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be done on the next Business Day.

(d) A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders.

(e) A reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency.

(f) Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning.

(g) All references to time are to be calculated by reference to time in the place where the Company’s registered office is located.

(h) The words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied.

(i) The words including, include and in particular or any similar expression are to be construed without limitation.

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Exclusion of Table A Articles

1.3 The regulations contained in Table A in the First Schedule of the Act and any other regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the Company.

2 Shares

Power to issue Shares and options, with or without special rights

2.1 Subject to the provisions of the Act and the Articles about the redemption and purchase of the Company’s own Shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued Shares of the Company to such persons, at such times and on such terms and conditions as they may decide. No Share may be issued at a discount except in accordance with the provisions of the Act.

2.2 Without limitation to the preceding Article, the directors may so deal with the unissued Shares of the Company:

(a) either at a premium or at par;

(b) with or without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise.

Power to issue fractions of a Share

2.3 Subject to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a Share of that class of Shares.

Power to pay commissions and brokerage fees

2.4 The Company may pay a commission to any person in consideration of that person:

(a) subscribing or agreeing to subscribe, whether absolutely or conditionally; or

(b) procuring or agreeing to procure subscriptions, whether absolute or conditional

for any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly in another.

2.5 The Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage.

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Trusts not recognised

2.6 Except as required by law:

(a) no person shall be recognised by the Company as holding any Share on any trust; and

(b) no person other than the Member shall be recognised by the Company as having any right in a Share.

Power to vary class rights

2.7 If the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:

(a) the Members holding two thirds of the issued Shares of that class consent in writing to the variation; or

(b) the variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued Shares of that class.

2.8 For the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every such separate meeting except that:

(a) the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class; and

(b) any Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate Member, by its duly authorised representative, may demand a poll.

Effect of new Share issue on existing class rights

2.9 Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class.

Capital contributions without issue of further Shares

2.10 With the consent of a Member, the directors may accept a voluntary contribution to the capital of the Company from that Member without issuing Shares in consideration for that contribution. In that event, the contribution shall be dealt with in the following manner:

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(a) It shall be treated as if it were a share premium.

(b) Unless the Member agrees otherwise:

(i) if the Member holds Shares in a single class of Shares - it shall be credited to the share premium account for that class of Shares;

(ii) if the Member holds Shares of more than one class - it shall be credited rateably to the share premium accounts for those classes of Shares (in the proportion that the sum of the issue prices for each class of Shares that the Member holds bears to the total issue prices for all classes of Shares that the Member holds).

(c) It shall be subject to the provisions of the Act and these Articles applicable to share premiums.

No bearer Shares or warrants

2.11 The Company shall not issue Shares or warrants to bearers.

Treasury Shares

2.12 Shares that the Company purchases, redeems or acquires by way of surrender in accordance with the Act shall be held as Treasury Shares and not treated as cancelled if :

(a) the directors so determine prior to the purchase, redemption or surrender of those shares; and

(b) the relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.

Rights attaching to Treasury Shares and related matters

2.13 No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) may be made to the Company in respect of a Treasury Share.

2.14 The Company shall be entered in the Register as the holder of the Treasury Shares. However:

(a) the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;

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(b) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Act.

2.15 Nothing in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares.

2.16 Treasury Shares may be disposed of by the Company in accordance with the Act and otherwise on such terms and conditions as the directors determine.

3 Share certificates Issue of share certificates

3.1 Upon being entered in the register of members as the holder of a Share, a Member shall be entitled:

(a) without payment, to one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member’s holding of Shares of any class, to a certificate for the balance of that holding); and

(b) upon payment of such reasonable sum as the directors may determine for every certificate after the first, to several certificates each for one or more of that Member’s Shares.

3.2 Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other manner as the directors determine.

3.3 The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.

Renewal of lost or damaged share certificates

3.4 If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to:

(a) evidence;

(b) indemnity;

(c) payment of the expenses reasonably incurred by the Company in investigating the evidence; and

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(d) payment of a reasonable fee, if any, for issuing a replacement share certificate

as the directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

4 Lien on Shares Nature and scope of lien

4.1 The Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered in the name of a Member (whether solely or jointly with others). The lien is for all moneys payable to the Company by the Member or the Member’s estate:

(a) either alone or jointly with any other person, whether or not that other person is a Member; and

(b) whether or not those moneys are presently payable.

4.2 At any time the directors may declare any Share to be wholly or partly exempt from the provisions of this Article.

Company may sell Shares to satisfy lien

4.3 The Company may sell any Shares over which it has a lien if all of the following conditions are met:

(a) the sum in respect of which the lien exists is presently payable;

(b) the Company gives notice to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold; and

(c) that sum is not paid within 14 Clear Days after that notice is deemed to be given under these Articles.

4.4 The Shares may be sold in such manner as the directors determine.

4.5 To the maximum extent permitted by law, the directors shall incur no personal liability to the Member concerned in respect of the sale.

Authority to execute instrument of transfer

4.6 To give effect to a sale, the directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee of the Shares shall not be affected by any irregularity or invalidity in the proceedings in respect of the sale.

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Consequences of sale of Shares to satisfy lien

4.7 On sale pursuant to the preceding Articles:

(a) the name of the Member concerned shall be removed from the register of members as the holder of those Shares; and

(b) that person shall deliver to the Company for cancellation the certificate for those Shares.

Despite this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly or in part or enforce payment without any allowance for the value of the Shares at the time of sale or for any consideration received on their disposal.

Application of proceeds of sale

4.8 The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Shares have been sold:

(a) if no certificate for the Shares was issued, at the date of the sale; or

(b) if a certificate for the Shares was issued, upon surrender to the Company of that certificate for cancellation

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.

5 Calls on Shares and forfeiture

Power to make calls and effect of calls

5.1 Subject to the terms of allotment, the directors may make calls on the Members in respect of any moneys unpaid on their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares as required by the notice.

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5.2 Before receipt by the Company of any sum due under a call, that call may be revoked in whole or in part and payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining instalments in whole or in part.

5.3 A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of the Shares in respect of which the call was made. He shall not be liable for calls made after he is no longer registered as Member in respect of those Shares.

Time when call made

5.4 A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed.

Liability of joint holders

5.5 Members registered as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share.

Interest on unpaid calls

5.6 If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid:

(a) at the rate fixed by the terms of allotment of the Share or in the notice of the call; or

(b) if no rate is fixed, at the Default Rate.

The directors may waive payment of the interest wholly or in part.

Deemed calls

5.7 Any amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall apply as if the amount had become due and payable by virtue of a call.

Power to accept early payment

5.8 The Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held by him although no part of that amount has been called up.

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Power to make different arrangements at time of issue of Shares

5.9 Subject to the terms of allotment, the directors may make arrangements on the issue of Shares to distinguish between Members in the amounts and times of payment of calls on their Shares.

Notice of default

5.10 If a call remains unpaid after it has become due and payable the directors may give to the person from whom it is due not less than 14 Clear Days’ notice requiring payment of:

(a) the amount unpaid;

(b) any interest which may have accrued;

(c) any expenses which have been incurred by the Company due to that person’s default.

5.11 The notice shall state the following:

(a) the place where payment is to be made; and

(b) a warning that if the notice is not complied with the Shares in respect of which the call is made will be liable to be forfeited.

Forfeiture or surrender of Shares

5.12 If the notice under the preceding Article is not complied with, the directors may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the directors may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

5.13 A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the directors think fit it at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the directors may authorise some person to execute an instrument of transfer of the Share to the transferee.

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Effect of forfeiture or surrender on former Member

5.14 On forfeiture or surrender:

(a) the name of the Member concerned shall be removed from the register of members as the holder of those Shares and that person shall cease to be a Member in respect of those Shares; and

(b) that person shall surrender to the Company for cancellation the certificate (if any) for the forfeited or surrendered Shares.

5.15 Despite the forfeiture or surrender of his Shares, that person shall remain liable to the Company for all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of those Shares together with:

(a) all expenses; and

(b) interest from the date of forfeiture or surrender until payment:

(i) at the rate of which interest was payable on those moneys before forfeiture; or

(ii) if no interest was so payable, at the Default Rate.

The directors, however, may waive payment wholly or in part.

Evidence of forfeiture or surrender

5.16 A declaration, whether statutory or under oath, made by a director or the Secretary shall be conclusive evidence of the following matters stated in it as against all persons claiming to be entitled to forfeited Shares:

(a) that the person making the declaration is a director or Secretary of the Company, and

(b) that the particular Shares have been forfeited or surrendered on a particular date.

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Sale of forfeited or surrendered Shares

5.17 Any person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the application of the consideration, if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect of, the forfeiture, surrender or disposal of those Shares.

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6 Transfer of Shares

Form of transfer

6.1 Subject to the following Articles about the transfer of Shares, a Member may transfer Shares to another person by completing an instrument of transfer, in a common form or in a form approved by the directors, executed:

(a) where the Shares are Fully Paid, by or on behalf of that Member; and

(b) where the Shares are partly paid, by or on behalf of that Member and the transferee.

Power to refuse registration

6.2 The directors may refuse to register the transfer of a Share to any person. They may do so in their absolute discretion, without giving any reason for their refusal, and irrespective of whether the Share is Fully Paid or the Company has no lien over it.

Notice of refusal to register

6.3 If the directors refuse to register a transfer of a Share, they must send notice of their refusal to the existing Member within two months after the date on which the transfer was lodged with the Company.

Power to suspend registration

6.4 The directors may suspend registration of the transfer of Shares at such times and for such periods, not exceeding 30 days in any calendar year, as they determine.

Fee, if any, payable for registration

6.5 If the directors so decide, the Company may charge a reasonable fee for the registration of any instrument of transfer or other document relating to the title to a Share.

Company may retain instrument of transfer

6.6 The Company shall be entitled to retain any instrument of transfer which is registered; but an instrument of transfer which the directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

7 Transmission of Shares

Persons entitled on death of a Member

7.1 If a Member dies, the only persons recognised by the Company as having any title to the deceased Members’ interest are the following:

(a) where the deceased Member was a joint holder, the survivor or survivors; and

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(b) where the deceased Member was a sole holder, that Member’s personal representative or representatives.

7.2 Nothing in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased was a sole holder or a joint holder.

Registration of transfer of a Share following death or bankruptcy

7.3 A person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect to do either of the following:

(a) to become the holder of the Share; or

(b) to transfer the Share to another person.

7.4 That person must produce such evidence of his entitlement as the directors may properly require.

7.5 If the person elects to become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer.

7.6 If the person elects to transfer the Share to another person then:

(a) if the Share is Fully Paid, the transferor must execute an instrument of transfer; and

(b) if the Share is partly paid, the transferor and the transferee must execute an instrument of transfer.

7.7 All the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer.

Indemnity

7.8 A person registered as a Member by reason of the death or bankruptcy of another Member shall indemnify the Company and the directors against any loss or damage suffered by the Company or the directors as a result of that registration.

Rights of person entitled to a Share following death or bankruptcy

7.9 A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. But, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares in the Company.

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8 Alteration of capital

Increasing, consolidating, converting, dividing and cancelling share capital

8.1 To the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of the following and amend its Memorandum for that purpose:

(a) increase its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the attached rights, priorities and privileges set out in that Ordinary Resolution;

(b) consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

(c) convert all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any denomination;

(d) sub-divide its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and

(e) cancel Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish the number of Shares into which its capital is divided.

Dealing with fractions resulting from consolidation of Shares

8.2 Whenever, as a result of a consolidation of Shares, any Members would become entitled to fractions of a Share the directors may on behalf of those Members:

(a) sell the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the Company); and

(b) distribute the net proceeds in due proportion among those Members.

For that purpose, the directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.

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Reducing share capital

8.3 Subject to the Act and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by Special Resolution, reduce its share capital in any way.

9 Redemption and purchase of own Shares

Power to issue redeemable Shares and to purchase own Shares

9.1 Subject to the Act, and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may by its directors:

(a) issue Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares, on the terms and in the manner its directors determine before the issue of those Shares;

(b) with the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights attaching to that class of Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms and in the manner which the directors determine at the time of such variation; and

(c) purchase all or any of its own Shares of any class including any redeemable Shares on the terms and in the manner which the directors determine at the time of such purchase.

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

Power to pay for redemption or purchase in cash or in specie

9.2 When making a payment in respect of the redemption or purchase of Shares, the directors may make the payment in cash or in specie (or partly in one and partly in the other) if so authorised by the terms of the allotment of those Shares, or by the terms applying to those Shares in accordance with Article 9.1, or otherwise by agreement with the Member holding those Shares.

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Effect of redemption or purchase of a Share

9.3 Upon the date of redemption or purchase of a Share:

(a) the Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive:

(i) the price for the Share; and

(ii) any dividend declared in respect of the Share prior to the date of redemption or purchase;

(b) the Member’s name shall be removed from the register of members with respect to the Share; and

(c) the Share shall be cancelled or held as a Treasury Shares, as the directors may determine.

For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.

10 Meetings of Members

Power to call meetings

10.1 The directors may call a general meeting at any time.

10.2 If there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, the directors must call a general meeting for the purpose of appointing additional directors.

10.3 The directors must also call a general meeting if requisitioned in the manner set out in the next two Articles.

10.4 The requisition must be in writing and given by one or more Members who together hold at least 10% of the rights to vote at such general meeting.

10.5 The requisition must also:

(a) specify the purpose of the meeting.

(b) be signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged to sign). The requisition may consist of several documents in like form signed by one or more of the requisitioners.

(c) be delivered in accordance with the notice provisions.

10.6 Should the directors fail to call a general meeting within 21 Clear Days from the date of receipt of a requisition, the requisitioners or any of them may call a general meeting within three months after the end of that period.

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10.7 Without limitation to the foregoing, if there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, any one or more Members who together hold at least 10% of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional directors.

10.8 If the Members call a meeting under the above provisions, the Company shall reimburse their reasonable expenses.

Content of notice

10.9 Notice of a general meeting shall specify each of the following:

(a) the place, the date and the hour of the meeting;

(b) if the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting;

(c) subject to paragraph (d), the general nature of the business to be transacted; and

(d) if a resolution is proposed as a Special Resolution, the text of that resolution.

10.10 In each notice there shall appear with reasonable prominence the following statements :

(a) that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member; and

(b) that a proxyholder need not be a Member.

Period of notice

10.11 At least five Clear Days’ notice of a general meeting must be given to Members. But a meeting may be convened on shorter notice with the consent of the Member or Members who, individually or collectively, hold at least 90% of the voting rights of all those who have a right to vote at that meeting.

Persons entitled to receive notice

10.12 Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people:

(a) the Members;

(b) persons entitled to a Share in consequence of the death or bankruptcy of a Member; and

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(c) the directors.

Publication of notice on a website

10.13 Subject to the Act, a notice of a general meeting may be published on a website providing the recipient is given separate notice of:

(a) the publication of the notice on the website;

(b) the place on the website where the notice may be accessed;

(c) how it may be accessed; and

(d) the place, date and time of the general meeting.

10.14 If a Member notifies the Company that he is unable for any reason to access the website, the Company must as soon as practicable give notice of the meeting to that Member by any other means permitted by these Articles. But this will not affect when that Member is deemed to have received notice of the meeting.

Time a website notice is deemed to be given

10.15 A website notice is deemed to be given when the Member is given notice of its publication.

Required duration of publication on a website

10.16 Where the notice of meeting is published on a website, it shall continue to be published in the same place on that website from the date of the notification until the conclusion of the meeting to which the notice relates.

Accidental omission to give notice or non-receipt of notice

10.17 Proceedings at a meeting shall not be invalidated by the following:

(a) an accidental failure to give notice of the meeting to any person entitled to notice; or

(b) non-receipt of notice of the meeting by any person entitled to notice.

10.18 In addition, where a notice of meeting is published on a website, proceedings at the meeting shall not be invalidated merely because it is accidentally published:

(a) in a different place on the website; or

(b) for part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates.

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11 Proceedings at meetings of Members

Quorum

11.1 Save as provided in the following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy. A quorum is as follows:

(a) if the Company has only one Member: that Member;

(b) if the Company has more than one Member: two Members.

Lack of quorum

11.2 If a quorum is not present within 15 minutes of the time appointed for the meeting, or if at any time during the meeting it becomes inquorate, then the following provisions apply:

(a) If the meeting was requisitioned by Members, it shall be cancelled.

(b) In any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the directors. If a quorum is not present within 15 minutes of the time appointed for the adjourned meeting, then the Members present in person or by proxy shall constitute a quorum.

Use of technology

11.3 A person may participate in a general meeting through the medium of conference telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting.

Chairman

11.4 The chairman of a general meeting shall be the chairman of the board or such other director as the directors have nominated to chair board meetings in the absence of the chairman of the board. Absent any such person being present within 15 minutes of the time appointed for the meeting, the directors present shall elect one of their number to chair the meeting.

11.5 If no director is present within 15 minutes of the time appointed for the meeting, or if no director is willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting.

Right of a director to attend and speak

11.6 Even if a director is not a Member, he shall be entitled to attend and speak at any general meeting and at any separate meeting of Members holding a particular class of Shares in the Company.

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Adjournment

11.7 The chairman may at any time adjourn a meeting with the consent of the Members constituting a quorum. The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly have been transacted at the original meeting.

11.8 Should a meeting be adjourned for more than seven Clear Days, whether because of a lack of quorum or otherwise, Members shall be given at least seven Clear Days’ notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.

Method of voting

11.9 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of the show of hands, a poll is duly demanded. A poll may be demanded:

(a) by the chairman; or

(b) by any Member or Members present who, individually or collectively, hold at least 10% of the voting rights of all those who have a right to vote on the resolution.

Outcome of vote by show of hands

11.10 Unless a poll is duly demanded, a declaration by the chairman as to the result of a resolution and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the outcome of a show of hands without proof of the number or proportion of the votes recorded in favour of or against the resolution.

Withdrawal of demand for a poll

11.11 The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. The chairman shall announce any such withdrawal to the meeting and, unless another person forthwith demands a poll, any earlier show of hands on that resolution shall be treated as the vote on that resolution; if there has been no earlier show of hands, then the resolution shall be put to the vote of the meeting.

Taking of a poll

11.12 A poll demanded on the question of adjournment shall be taken immediately.

11.13 A poll demanded on any other question shall be taken either immediately or at an adjourned meeting at such time and place as the chairman directs, not being more than 30 Clear Days after the poll was demanded.

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11.14 The demand for a poll shall not prevent the meeting continuing to transact any business other than the question on which the poll was demanded.

11.15 A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and f ix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held in more than place, the chairman may appoint scrutineers in more than place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.

Chairman’s casting vote

11.16 If the votes on a resolution, whether on a show of hands or on a poll, are equal the chairman may if he wishes exercise a casting vote.

Amendments to resolutions

11.17 An Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if :

(a) not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), notice of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting; and

(b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.

11.18 A Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution, if :

(a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and

(b) the amendment does not go beyond what the chairman considers is necessary to correct a grammatical or other non-substantive error in the resolution.

11.19 If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.

Written resolutions

11.20 Members may pass a resolution in writing without holding a meeting if the following conditions are met:

(a) all Members entitled to vote are given notice of the resolution as if the same were being proposed at a meeting of Members;

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(b) all Members entitled so to vote:

(i) sign a document; or

(ii) sign several documents in the like form each signed by one or more of those Members; and

(c) the signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose.

Such written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.

11.21 If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.

11.22 The directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll.

Sole-member company

11.23 If the Company has only one Member, and the Member records in writing his decision on a question, that record shall constitute both the passing of a resolution and the minute of it.

12 Voting rights of Members

Right to vote

12.1 Unless their Shares carry no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled to vote at a general meeting, whether on a show of hands or on a poll, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders of that class of Shares.

12.2 Members may vote in person or by proxy.

12.3 On a show of hands, every Member shall have one vote. For the avoidance of doubt, an individual who represents two or more Members, including a Member in that individual’s own right, that individual shall be entitled to a separate vote for each Member.

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12.4 On a poll a Member shall have one vote for each Share he holds, unless any Share carries special voting rights.

12.5 A fraction of a Share shall entitle its holder to an equivalent fraction of one vote.

12.6 No Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in the same way.

Rights of joint holders

12.7 If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the register of members shall be accepted to the exclusion of the votes of the other joint holder.

Representation of corporate Members

12.8 Save where otherwise provided, a corporate Member must act by a duly authorised representative.

12.9 A corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing.

12.10 The authorisation may be for any period of time, and must be delivered to the Company not less than two hours before the commencement of the meeting at which it is first used.

12.11 The directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice.

12.12 Where a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member.

12.13 A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the directors of the Company had actual notice of the revocation.

Member with mental disorder

12.14 A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Islands or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.

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12.15 For the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

Objections to admissibility of votes

12.16 An objection to the validity of a person’s vote may only be raised at the meeting or at the adjourned meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive.

Form of proxy

12.17 An instrument appointing a proxy shall be in any common form or in any other form approved by the directors.

12.18 The instrument must be in writing and signed in one of the following ways:

(a) by the Member; or

(b) by the Member’s authorised attorney; or

(c) if the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney.

If the directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

12.19 The directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy.

12.20 A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with the Article above about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy before the directors of the Company had actual notice of the revocation.

How and when proxy is to be delivered

12.21 Subject to the following Articles, the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority certified notarially or in any other way approved by the directors) must be delivered so that it is received by the Company at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote. They must be delivered in either of the following ways:

(a) In the case of an instrument in writing, it must be left at or sent by post:

(i) to the registered office of the Company; or

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(ii) to such other place within the Islands specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting.

(b) If , pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified:

(i) in the notice convening the meeting; or

(ii) in any form of appointment of a proxy sent out by the Company in relation to the meeting; or

(iii) in any invitation to appoint a proxy issued by the Company in relation to the meeting.

12.22 Where a poll is taken:

(a) if it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered as required under the preceding Article not less than 24 hours before the time appointed for the taking of the poll;

(b) but if it to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be e delivered as required under the preceding Article not less than two hours before the time appointed for the taking of the poll.

12.23 If the form of appointment of proxy is not delivered on time, it is invalid.

Voting by proxy

12.24 A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid.

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13 Number of directors

Unless otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and the maximum number shall be ten. There shall be no directors, however, until the first director is or the first directors are appointed by the subscriber or subscribers to the Memorandum.

14 Appointment, disqualification and removal of directors

First directors

14.1 The first directors shall be appointed in writing by the subscriber or subscribers to the Memorandum.

No age limit

14.2 There is no age limit for directors save that they must be aged at least 18 years.

Corporate directors

14.3 Unless prohibited by law, a body corporate may be a director. If a body corporate is a director, the Articles about representation of corporate Members at general meetings apply, mutatis mutandis, to the Articles about directors’ meetings.

No shareholding qualification

14.4 Unless a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall be required to own Shares as a condition of his appointment.

Appointment of directors

14.5 A director may be appointed by Ordinary Resolution or by the directors. Any appointment may be to f ill a vacancy or as an additional director.

14.6 Notwithstanding the other provisions of these Articles, in any case where, as a result of death, the Company has no directors and no shareholders, the personal representatives of the last shareholder to have died have the power, by notice in writing to the Company, to appoint a person to be a director. For the purpose of this Article:

(a) where two or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder;

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(b) if the last shareholder died leaving a will which disposes of that shareholder’s shares in the Company (whether by way of specific gift, as part of the residuary estate, or otherwise):

(i) the expression personal representatives of the last shareholder means:

(A) until a grant of probate in respect of that will has been obtained from the Grand Court of the Cayman Islands, all of the executors named in that will who are living at the time the power of appointment under this Article is exercised; and

(B) after such grant of probate has been obtained, only such of those executors who have proved that will;

(ii) without derogating from section 3(1) of the Succession Act (Revised), the executors named in that will may exercise the power of appointment under this Article without first obtaining a grant of probate.

14.7 A remaining director may appoint a director even though there is not a quorum of directors.

14.8 No appointment can cause the number of directors to exceed the maximum; and any such appointment shall be invalid.

Removal of directors

14.9 A director may be removed by Ordinary Resolution.

Resignation of directors

14.10 A director may at any time resign office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions.

14.11 Unless the notice specifies a different date, the director shall be deemed to have resigned on the date that the notice is delivered to the Company.

Termination of the office of director

14.12 A director’s office shall be terminated forthwith if :

(a) he is prohibited by the law of the Islands from acting as a director; or

(b) he is made bankrupt or makes an arrangement or composition with his creditors generally; or

(c) in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director; or

(d) he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or

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(e) without the consent of the other directors, he is absent from meetings of directors for a continuous period of six months.

15 Alternate directors

Appointment and removal

15.1 Any director may appoint any other person, including another director, to act in his place as an alternate director. No appointment shall take effect until the director has given notice of the appointment to the other directors. Such notice must be given to each other director by either of the following methods:

(a) by notice in writing in accordance with the notice provisions;

(b) if the other director has an email address, by emailing to that address a scanned copy of the notice as a PDF attachment (the PDF version being deemed to be the notice unless Article 30.7 applies), in which event notice shall be taken to be given on the date of receipt by the recipient in readable form. For the avoidance of doubt, the same email may be sent to the email address of more than one director (and to the email address of the Company pursuant to Article 15.4(c)).

15.2 Without limitation to the preceding Article, a director may appoint an alternate for a particular meeting by sending an email to his fellow directors informing them that they are to take such email as notice of such appointment for such meeting. Such appointment shall be effective without the need for a signed notice of appointment or the giving of notice to the Company in accordance with Article 15.4.

15.3 A director may revoke his appointment of an alternate at any time. No revocation shall take effect until the director has given notice of the revocation to the other directors. Such notice must be given by either of the methods specified in Article 15.1.

15.4 A notice of appointment or removal of an alternate director must also be given to the Company by any of the following methods:

(a) by notice in writing in accordance with the notice provisions;

(b) if the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 30.7 applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine;

(c) if the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 30.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable form; or

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(d) if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing.

Notices

15.5 All notices of meetings of directors shall continue to be given to the appointing director and not to the alternate.

Rights of alternate director

15.6 An alternate director shall be entitled to attend and vote at any board meeting or meeting of a committee of the directors at which the appointing director is not personally present, and generally to perform all the functions of the appointing director in his absence.

15.7 For the avoidance of doubt:

(a) if another director has been appointed an alternate director for one or more directors, he shall be entitled to a separate vote in his own right as a director and in right of each other director for whom he has been appointed an alternate; and

(b) if a person other than a director has been appointed an alternate director for more than one director, he shall be entitled to a separate vote in right of each director for whom he has been appointed an alternate.

15.8 An alternate director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate director.

Appointment ceases when the appointor ceases to be a director

15.9 An alternate director shall cease to be an alternate director if the director who appointed him ceases to be a director.

Status of alternate director

15.10 An alternate director shall carry out all functions of the director who made the appointment.

15.11 Save where otherwise expressed, an alternate director shall be treated as a director under these Articles.

15.12 An alternate director is not the agent of the director appointing him.

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15.13 An alternate director is not entitled to any remuneration for acting as alternate director.

Status of the director making the appointment

15.14 A director who has appointed an alternate is not thereby relieved from the duties which he owes the Company.

16 Powers of directors

Powers of directors

16.1 Subject to the provisions of the Act, the Memorandum and these Articles, the business of the Company shall be managed by the directors who may for that purpose exercise all the powers of the Company.

16.2 No prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles. However, to the extent allowed by the Act, Members may by Special Resolution validate any prior or future act of the directors which would otherwise be in breach of their duties.

Appointments to office

16.3 The directors may appoint a director:

(a) as chairman of the board of directors;

(b) as managing director;

(c) to any other executive office

for such period and on such terms, including as to remuneration, as they think fit.

16.4 The appointee must consent in writing to holding that office.

16.5 Where a chairman is appointed he shall, unless unable to do so, preside at every meeting of directors.

16.6 If there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select its own chairman; or the directors may nominate one of their number to act in place of the chairman should he ever not be available.

16.7 Subject to the provisions of the Act, the directors may also appoint any person, who need not be a director:

(a) as Secretary; and

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(b) to any office that may be required

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the directors decide.

16.8 The Secretary or Officer must consent in writing to holding that office.

16.9 A director, Secretary or other Officer of the Company may not the hold the office, or perform the services, of auditor.

Remuneration

16.10 Every director may be remunerated by the Company for the services he provides for the benefit of the Company, whether as director, employee or otherwise, and shall be entitled to be paid for the expenses incurred in the Company’s business including attendance at directors’ meetings.

16.11 A director’s remuneration shall be fixed by the Company by Ordinary Resolution. Unless that resolution provides otherwise, the remuneration shall be deemed to accrue from day to day.

16.12 Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the director or to any other person connected to or related to him.

16.13 Unless his fellow directors determine otherwise, a director is not accountable to the Company for remuneration or other benefits received from any other company which is in the same group as the Company or which has common shareholdings.

Disclosure of information

16.14 The directors may release or disclose to a third party any information regarding the affairs of the Company, including any information contained in the register of members relating to a Member, (and they may authorise any director, Officer or other authorised agent of the Company to release or disclose to a third party any such information in his possession) if :

(a) the Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company is subject; or

(b) such disclosure is in compliance with the rules of any stock exchange upon which the Company’s shares are listed; or

(c) such disclosure is in accordance with any contract entered into by the Company; or

(d) the directors are of the opinion such disclosure would assist or facilitate the Company’s operations.

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17 Delegation of powers

Power to delegate any of the directors’ powers to a committee

17.1 The directors may delegate any of their powers to any committee consisting of one or more persons who need not be Members. Persons on the committee may include non-directors so long as the majority of those persons are directors.

17.2 The delegation may be collateral with, or to the exclusion of, the directors’ own powers.

17.3 The delegation may be on such terms as the directors think fit, including provision for the committee itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the directors at will.

17.4 Unless otherwise permitted by the directors, a committee must follow the procedures prescribed for the taking of decisions by directors.

Power to appoint an agent of the Company

17.5 The directors may appoint any person, either generally or in respect of any specific matter, to be the agent of the Company with or without authority for that person to delegate all or any of that person’s powers. The directors may make that appointment:

(a) by causing the Company to enter into a power of attorney or agreement; or

(b) in any other manner they determine.

Power to appoint an attorney or authorised signatory of the Company

17.6 The directors may appoint any person, whether nominated directly or indirectly by the directors, to be the attorney or the authorised signatory of the Company. The appointment may be:

(a) for any purpose;

(b) with the powers, authorities and discretions;

(c) for the period; and

(d) subject to such conditions

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under these Articles. The directors may do so by power of attorney or any other manner they think f it.

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17.7 Any power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the attorney or authorised signatory as the directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

Power to appoint a proxy

17.8 Any director may appoint any other person, including another director, to represent him at any meeting of the directors. If a director appoints a proxy, then for all purposes the presence or vote of the proxy shall be deemed to be that of the appointing director.

17.9 Articles 15.1 to 15.4 inclusive (relating to the appointment by directors of alternate directors) apply, mutatis mutandis, to the appointment of proxies by directors.

17.10 A proxy is an agent of the director appointing him and is not an officer of the Company.

18 Meetings of directors

Regulation of directors’ meetings

18.1 Subject to the provisions of these Articles, the directors may regulate their proceedings as they think fit.

Calling meetings

18.2 Any director may call a meeting of directors at any time. The Secretary, if any, must call a meeting of the directors if requested to do so by a director.

Notice of meetings

18.3 Every director shall be given notice of a meeting, although a director may waive retrospectively the requirement to be given notice. Notice may be oral.

Period of notice

18.4 At least five Clear Days’ notice of a meeting of directors must be given to directors. But a meeting may be convened on shorter notice with the consent of all directors.

Use of technology

18.5 A director may participate in a meeting of directors through the medium of conference telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting.

18.6 A director participating in this way is deemed to be present in person at the meeting.

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Place of meetings

18.7 If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

Quorum

18.8 The quorum for the transaction of business at a meeting of directors shall be two unless the directors f ix some other number or unless the Company has only one director.

Voting

18.9 A question which arises at a board meeting shall be decided by a majority of votes. If votes are equal the chairman may, if he wishes, exercise a casting vote.

Validity

18.10 Anything done at a meeting of directors is unaffected by the fact that it is later discovered that any person was not properly appointed, or had ceased to be a director, or was otherwise not entitled to vote.

Recording of dissent

18.11 A director present at a meeting of directors shall be presumed to have assented to any action taken at that meeting unless:

(a) his dissent is entered in the minutes of the meeting; or

(b) he has filed with the meeting before it is concluded signed dissent from that action; or

(c) he has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent.

A director who votes in favour of an action is not entitled to record his dissent to it.

Written resolutions

18.12 The directors may pass a resolution in writing without holding a meeting if all directors sign a document or sign several documents in the like form each signed by one or more of those directors.

18.13 Despite the foregoing, a resolution in writing signed by a validly appointed alternate director or by a validly appointed proxy need not also be signed by the appointing director. But if a written resolution is signed personally by the appointing director, it need not also be signed by his alternate or proxy.

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18.14 Such written resolution shall be as effective as if it had been passed at a meeting of the directors duly convened and held; and it shall be treated as having been passed on the day and at the time that the last director signs.

Sole director’s minute

18.15 Where a sole director signs a minute recording his decision on a question, that record shall constitute the passing of a resolution in those terms.

19 Permissible directors’ interests and disclosure

Permissible interests subject to disclosure

19.1 Save as expressly permitted by these Articles or as set out below, a director may not have a direct or indirect interest or duty which conflicts or may possibly conflict with the interests of the Company.

19.2 If , notwithstanding the prohibition in the preceding Article, a director discloses to his fellow directors the nature and extent of any material interest or duty in accordance with the next Article, he may:

(a) be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise be interested;

(b) be interested in another body corporate promoted by the Company or in which the Company is otherwise interested. In particular, the director may be a director, secretary or officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise interested in, that other body corporate.

19.3 Such disclosure may be made at a meeting at a meeting of the board or otherwise (and, if otherwise, it must be made in writing). The director must disclose the nature and extent of his direct or indirect interest in or duty in relation to a transaction or arrangement or series of transactions or arrangements with the Company or in which the Company has any material interest.

19.4 If a director has made disclosure in accordance with the preceding Article, then he shall not, by reason only of his office, be accountable to the Company for any benefit that he derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate, and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

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Notification of interests

19.5 For the purposes of the preceding Articles:

(a) a general notice that a director gives to the other directors that he is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that he has an interest in or duty in relation to any such transaction of the nature and extent so specified; and

(b) an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

19.6 A director shall not be treated as having an interest in a transaction or arrangement if he has no knowledge of that interest and it is unreasonable to expect the director to have that knowledge.

Voting where a director is interested in a matter

19.7 A director may vote at a meeting of directors on any resolution concerning a matter in which that director has an interest or duty, whether directly or indirectly, so long as that director discloses any material interest pursuant to these Articles. The director shall be counted towards a quorum of those present at the meeting. If the director votes on the resolution, his vote shall be counted.

19.8 Where proposals are under consideration concerning the appointment of two or more directors to offices or employment with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately and each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his or her own appointment.

20 Minutes

The Company shall cause minutes to be made in books kept for the purpose in accordance with the Act.

21 Accounts and audit

Accounting and other records

21.1 The directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed in accordance with the requirements of the Act.

No automatic right of inspection

21.2 Members are only entitled to inspect the Company’s records if they are expressly entitled to do so by law, or by resolution made by the directors or passed by Ordinary Resolution.

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Sending of accounts and reports

21.3 The Company’s accounts and associated directors’ report or auditor’s report that are required or permitted to be sent to any person pursuant to any law shall be treated as properly sent to that person if :

(a) they are sent to that person in accordance with the notice provisions: or

(b) they are published on a website providing that person is given separate notice of:

(i) the fact that publication of the documents has been published on the website;

(ii) the address of the website; and

(iii) the place on the website where the documents may be accessed; and

(iv) how they may be accessed.

21.4 If , for any reason, a person notifies the Company that he is unable to access the website, the Company must, as soon as practicable, send the documents to that person by any other means permitted by these Articles. This, however, will not affect when that person is taken to have received the documents under the next Article.

Time of receipt if documents are published on a website

21.5 Documents sent by being published on a website in accordance with the preceding two Articles are only treated as sent at least five Clear Days before the date of the meeting at which they are to be laid if :

(a) the documents are published on the website throughout a period beginning at least five Clear Days before the date of the meeting and ending with the conclusion of the meeting; and

(b) the person is given at least five Clear Days’ notice of the hearing.

Validity despite accidental error in publication on website

21.6 If , for the purpose of a meeting, documents are sent by being published on a website in accordance with the preceding Articles, the proceedings at that meeting are not invalidated merely because:

(a) those documents are, by accident, published in a different place on the website to the place notified; or

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(b) they are published for part only of the period from the date of notification until the conclusion of that meeting.

When accounts are to be audited

21.7 Unless the directors or the Members, by Ordinary Resolution, so resolve or unless the Act so requires, the Company’s accounts will not be audited. If the Members so resolve, the Company’s accounts shall be audited in the manner determined by Ordinary Resolution. Alternatively, if the directors so resolve, they shall be audited in the manner they determine.

22 Financial year

Unless the directors otherwise specify, the financial year of the Company:

(a) shall end on 31st December in the year of its incorporation and each following year; and

(b) shall begin when it was incorporated and on 1st January each following year.

23 Record dates

Except to the extent of any conflicting rights attached to Shares, the directors may f ix any time and date as the record date for declaring or paying a dividend or making or issuing an allotment of Shares. The record date may be before or after the date on which a dividend, allotment or issue is declared, paid or made.

24 Dividends

Declaration of dividends by Members

24.1 Subject to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of the Members but no dividend shall exceed the amount recommended by the directors.

Payment of interim dividends and declaration of final dividends by directors

24.2 The directors may pay interim dividends or declare final dividends in accordance with the respective rights of the Members if it appears to them that they are justified by the financial position of the Company and that such dividends may lawfully be paid.

24.3 Subject to the provisions of the Act, in relation to the distinction between interim dividends and final dividends, the following applies:

(a) Upon determination to pay a dividend or dividends described as interim by the directors in the dividend resolution, no debt shall be created by the declaration until such time as payment is made.

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(b) Upon declaration of a dividend or dividends described as final by the directors in the dividend resolution, a debt shall be created immediately following the declaration, the due date to be the date the dividend is stated to be payable in the resolution.

If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

24.4 In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies:

(a) If the share capital is divided into different classes, the directors may pay dividends on Shares which confer deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if , at the time of payment, any preferential dividend is in arrears.

(b) The directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify the payment.

(c) If the directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non- preferred rights.

Apportionment of dividends

24.5 Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount p aid up on the Shares during the time or part of the time in respect of which the dividend is paid. But if a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

Right of set off

24.6 The directors may deduct from a dividend or any other amount payable to a person in respect of a Share any amount due by that person to the Company on a call or otherwise in relation to a Share.

Power to pay other than in cash

24.7 If the directors so determine, any resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation to the distribution, the directors may settle that difficulty in any way they consider appropriate. For example, they may do any one or more of the following:

(a) issue fractional Shares;

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(b) f ix the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust the rights of Members; and

(c) vest some assets in trustees.

How payments may be made

24.8 A dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:

(a) if the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose - by wire transfer to that bank account; or

(b) by cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share.

24.9 For the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or in an Electronic Record and the bank account nominated may be the bank account of another person. For the purpose of paragraph (b) of the preceding Article, subject to any applicable law or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to the Share or to his nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall be a good discharge to the Company.

24.10 If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows:

(a) to the registered address of the Joint Holder of the Share who is named first on the register of members or to the registered address of the deceased or bankrupt holder, as the case may be; or

(b) to the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic Record.

24.11 Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share.

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Dividends or other moneys not to bear interest in absence of special rights

24.12 Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear interest.

Dividends unable to be paid or unclaimed

24.13 If a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or both, the directors may pay it into a separate account in the Company’s name. If a dividend is paid into a separate account, the Company shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to the Member.

24.14 A dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease to remain owing by, the Company.

25 Capitalisation of profits

Capitalisation of profits or of any share premium account or capital redemption reserve

25.1 The directors may resolve to capitalise:

(a) any part of the Company’s profits not required for paying any preferential dividend (whether or not those profits are available for distribution); or

(b) any sum standing to the credit of the Company’s share premium account or capital redemption reserve, if any.

The amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:

(a) by paying up the amounts unpaid on that Member’s Shares;

(b) by issuing Fully Paid Shares, debentures or other securities of the Company to that Member or as that Member directs. The directors may resolve that any Shares issued to the Member in respect of partly paid Shares (Original Shares) rank for dividend only to the extent that the Original Shares rank for dividend while those Original Shares remain partly paid.

Applying an amount for the benefit of members

25.2 The amount capitalised must be applied to the benefit of Members in the proportions to which the Members would have been entitled to dividends if the amount capitalised had been distributed as a dividend.

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25.3 Subject to the Act, if a fraction of a Share, a debenture, or other security is allocated to a Member, the directors may issue a fractional certificate to that Member or pay him the cash equivalent of the fraction.

26 Share premium account

Directors to maintain share premium account

26.1 The directors shall establish a share premium account in accordance with the Act. They shall carry to the credit of that account from time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capital contributed or such other amounts required by the Act.

Debits to share premium account

26.2 The following amounts shall be debited to any share premium account:

(a) on the redemption or purchase of a Share, the difference between the nominal value of that Share and the redemption or purchase price; and

(b) any other amount paid out of a share premium account as permitted by the Act.

26.3 Notwithstanding the preceding Article, on the redemption or purchase of a Share, the directors may pay the difference between the nominal value of that Share and the redemption purchase price out of the profits of the Company or, as permitted by the Act, out of capital.

27 Seal

Company seal

27.1 The Company may have a seal if the directors so determine.

Duplicate seal

27.2 Subject to the provisions of the Act, the Company may also have a duplicate seal or seals for use in any place or places outside the Islands. Each duplicate seal shall be a facsimile of the original seal of the Company. However, if the directors so determine, a duplicate seal shall have added on its face the name of the place where it is to be used.

When and how seal is to be used

27.3 A seal may only be used by the authority of the directors. Unless the directors otherwise determine, a document to which a seal is affixed must be signed in one of the following ways:

(a) by a director (or his alternate) and the Secretary; or

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(b) by a single director (or his alternate).

If no seal is adopted or used

27.4 If the directors do not adopt a seal, or a seal is not used, a document may be executed in the following manner:

(a) by a director (or his alternate) and the Secretary; or

(b) by a single director (or his alternate); or

(c) in any other manner permitted by the Act.

Power to allow non-manual signatures and facsimile printing of seal

27.5 The directors may determine that either or both of the following applies:

(a) that the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction;

(b) that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.

Validity of execution

27.6 If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.

28 Indemnity

Indemnity

28.1 To the extent permitted by law, the Company shall indemnify each existing or former Secretary, director (including alternate director), and other Officer of the Company (including an investment adviser or an administrator or liquidator) and their personal representatives against:

(a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Secretary or Officer in or about the conduct of the Company’s business or affairs or in the execution or discharge of the existing or former Secretary’s or Officer’s duties, powers, authorities or discretions; and

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(b) without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former Secretary or Officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Islands or elsewhere.

No such existing or former Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.

28.2 To the extent permitted by law, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Secretary or Officer of the Company in respect of any matter identified in paragraph (a) or paragraph (b) of the preceding Article on condition that the Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Secretary or that Officer for those legal costs.

Release

28.3 To the extent permitted by law, the Company may by Special Resolution release any existing or former director (including alternate director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability arising out of or in connection with that person’s own dishonesty.

Insurance

28.4 To the extent permitted by law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the directors, other than liability arising out of that person’s own dishonesty:

(a) an existing or former director (including alternate director), Secretary or Officer or auditor of:

(i) the Company;

(ii) a company which is or was a subsidiary of the Company;

(iii) a company in which the Company has or had an interest (whether direct or indirect); and

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(b) a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or was interested.

29 Notices

Form of notices

29.1 Save where these Articles provide otherwise, any notice to be given to or by any person pursuant to these Articles shall be:

(a) in writing signed by or on behalf of the giver in the manner set out below for written notices; or

(b) subject to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance with Articles about authentication of Electronic Records; or

(c) where these Articles expressly permit, by the Company by means of a website.

Electronic communications

29.2 Without limitation to Articles 15.1 to 15.4 inclusive (relating to the appointment and removal by directors of alternate directors) and to Articles 17.8 to 17.10 inclusive (relating to the appointment by directors of proxies), a notice may only be given to the Company in an Electronic Record if :

(a) the directors so resolve;

(b) the resolution states how an Electronic Record may be given and, if applicable, specifies an email address for the Company; and

(c) the terms of that resolution are notified to the Members for the time being and, if applicable, to those directors who were absent from the meeting at which the resolution was passed.

If the resolution is revoked or varied, the revocation or variation shall only become effective when its terms have been similarly notified.

29.3 A notice may not be given by Electronic Record to a person other than the Company unless the recipient has notified the giver of an Electronic address to which notice may be sent.

Persons authorised to give notices

29.4 A notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company or a Member by a director or company secretary of the Company or a Member.

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Delivery of written notices

29.5 Save where these Articles provide otherwise, a notice in writing may be given personally to the recipient, or left at (as appropriate) the Member’s or director’s registered address or the Company’s registered office, or posted to that registered address or registered office.

Joint holders

29.6 Where Members are joint holders of a Share, all notices shall be given to the Member whose name first appears in the register of members.

Signatures

29.7 A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its execution or adoption by the giver.

29.8 An Electronic Record may be signed by an Electronic Signature.

Evidence of transmission

29.9 A notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of the transmission, and if no notification of failure to transmit is received by the giver.

29.10 A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient.

Giving notice to a deceased or bankrupt Member

29.11 A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.

29.12 Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

Date of giving notices

29.13 A notice is given on the date identified in the following table.

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Method for giving notices	When taken to be given
Personally	At the time and date of delivery
By leaving it at the member’s registered address	At the time and date it was left
If the recipient has an address within the Islands, by posting it by prepaid post to the street or postal address of that recipient	48 hours after it was posted
If the recipient has an address outside the Islands, by posting it by prepaid airmail to the street or postal address of that recipient	7 Clear Days after posting
By Electronic Record (other than publication on a website), to recipient’s Electronic address	Within 24 hours after it was sent
By publication on a website	See the Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website

Saving provision

29.14 None of the preceding notice provisions shall derogate from the Articles about the delivery of written resolutions of directors and written resolutions of Members.

30 Authentication of Electronic Records

Application of Articles

30.1 Without limitation to any other provision of these Articles, any notice, written resolution or other document under these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a director or other Officer of the Company, shall be deemed to be authentic if either Article 30.2 or Article 30.4 applies.

Authentication of documents sent by Members by Electronic means

30.2 An Electronic Record of a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied:

(a) the Member or each Member, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by one or more of those Members; and

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(b) the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and

(c) Article 30.7 does not apply.

30.3 For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the written resolution of that Member unless Article 30.7 applies.

Authentication of document sent by the Secretary or Officers of the Company by Electronic means

30.4 An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic if the following conditions are satisfied:

(a) the Secretary or the Officer or each Officer, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by the Secretary or one or more of those Officers; and

(b) the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, the Secretary or that Officer to an address specified in accordance with these Articles for the purpose for which it was sent; and

(c) Article 30.7 does not apply.

This Article applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

30.5 For example, where a sole director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the written resolution of that director unless Article 30.7 applies.

Manner of signing

30.6 For the purposes of these Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed manually or in any other manner permitted by these Articles.

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Saving provision

30.7 A notice, written resolution or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably:

(a) believes that the signature of the signatory has been altered after the signatory had signed the original document; or

(b) believes that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory signed the original document; or

(c) otherwise doubts the authenticity of the Electronic Record of the document

and the recipient promptly gives notice to the sender setting the g rounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks f it.

31 Transfer by way of continuation

31.1 The Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction outside:

(a) the Islands; or

(b) such other jurisdiction in which it is, for the time being, incorporated, registered or existing.

31.2 To give effect to any resolution made pursuant to the preceding Article, the directors may cause the following:

(a) an application be made to the Registrar of Companies to deregister the Company in the Islands or in the other jurisdiction in which it is for the time being incorporated, registered or existing; and

(b) all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

32 Winding up

Distribution of assets in specie

32.1 If the Company is wound up, the Members may, subject to these Articles and any other sanction required by the Act, pass a Special Resolution allowing the liquidator to do either or both of the following:

(a) to divide in specie among the Members the whole or any part of the assets of the Company and, for that purpose, to value any assets and to determine how the division shall be carried out as between the Members or different classes of Members;

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(b) to vest the whole or any part of the assets in trustees for the benefit of Members and those liable to contribute to the winding up.

No obligation to accept liability

32.2 No Member shall be compelled to accept any assets if an obligation attaches to them.

The directors are authorised to present a winding up petition

32.3 The directors have the authority to present a petition for the winding up of the Company to the Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution passed at a general meeting.

33 Amendment of Memorandum and Articles

Power to change name or amend Memorandum

33.1 Subject to the Act, the Company may, by Special Resolution:

(a) change its name; or

(b) change the provisions of its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum.

Power to amend these Articles

33.2 Subject to the Act and as provided in these Articles, the Company may, by Special Resolution, amend these Articles in whole or in part.

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EX-4.1

Exhibit 4.1

 

EX-5.1

Exhibit 5.1

 

BioLingus (Cayman) Limited	D +852 3656 6054
	E nathan.powell@ogier.com
	Reference: NMP/JTC/504808.000001

30 June 2023

Dear Sirs

BioLingus (Cayman) Limited (the Company)

We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the Registration Statement), as filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Act). The Registration Statement relates to the offering (the Offering) of 3,000,000 ordinary shares of a par value of US$0.000001 each of the Company (the Ordinary Shares), plus an option to issue up to an aggregate of 450,000 additional Ordinary Shares to be offered by the Company pursuant to the Offering to cover the over-allotment option to be granted to the underwriters of the Company (collectively, the IPO Shares). The Company will also be issuing warrants to Univest Securities, LLC, the representative of the underwriters (the Representative’s Warrants) to purchase such number of Ordinary Shares in the Company equal to an aggregate of five (5%) percent of the total number of IPO Shares sold in the Offering (the Warrant Shares).

Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.

1 Documents examined

For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents: (the Documents):

(a) the certificate of incorporation of the Company dated 8 August 2018 issued by the Registrar of Companies of the Cayman Islands (the Registrar);

(b) the amended and restated memorandum and articles of association of the Company as adopted by special resolution passed on 22 February 2023 (respectively, the Memorandum and the Articles);

(c) a certificate of good standing dated 29 June 2023 (the Good Standing Certificate) issued by the Registrar in respect of the Company;

Ogier British Virgin Islands, Cayman Islands, Guernsey, Jersey and Luxembourg practitioners Floor 11 Central Tower 28 Queen’s Road Central Central Hong Kong T +852 3656 6000 F +852 3656 6001 ogier.com Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Michael Snape Justin Davis Florence Chan Lin Han Cecilia Li Rachel Huang Richard Bennett James Bergstrom Marcus Leese

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(d) the register of directors of the Company as provided to us on 26 June 2023 (the ROD);

(e) the register of members of the Company as provided to us 26 June 2023 (the ROM, and together with the ROD, the Registers);

(f) a draft copy of the underwriting agreement between the Company and the Univest Securities, LLC as exhibited to the Registration Statement (the Underwriting Agreement);

(g) a certificate from a director of the Company dated 30 June 2023 as to certain matters of facts (the Director’s Certificate);

(h) a copy of the written resolutions of the directors of the Company dated 22 February 2023 approving the share subdivision;

(i) a copy of the written resolutions of the shareholders of the Company dated 22 February 2023 approving the share subdivision and adoption of the Memorandum and the Articles;

(j) a copy of the written resolutions of the directors of the Company dated 30 June 2023 approving the Company’s filing of the Registration Statement and issuance of the IPO Shares, the Representative’s Warrants and the Warrant Shares (the Board Resolutions); and

(k) the Registration Statement.

2 Assumptions

In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

(a) all original documents examined by us are authentic and complete;

(b) all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

(c) all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;

(d) each of the Good Standing Certificate, the Registers and the Director’s Certificate is accurate and complete as at the date of this opinion;

(e) the Memorandum and Articles provided to us are in full force and effect and have not been amended, varied, supplemented or revoked in any respect;

(f) all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

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(g) the Board Resolutions remain in full force and effect, have not been, and will not be rescinded or amended, and each of the director(s) of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Offering and the transactions set out in the Board Resolutions and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Offering and the Board Resolutions which has not been properly disclosed in the Board Resolutions;

(h) the Company will duly execute and deliver the Underwriting Agreement in the draft form provided for us for review in accordance with Board Resolution;

(i) no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any Ordinary Shares and none of the Ordinary Shares have been offered or issued to residents of the Cayman Islands;

(j) the Company is, and after the allotment and issuance of the IPO Shares and Warrant Shares, be able to pay its liabilities as they fall due; and

(k) there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein.

3 Opinions

On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:

Corporate status

(a) The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar.

Authorised Share capital

(b) The authorised share capital of the Company is US$20,000 divided into 20,000,000,000 Ordinary Shares of a par value of US$0.000001 each.

Valid Issuance of IPO Shares and Warrant Shares

(c) The IPO Shares to be offered and issued by the Company as contemplated by the Registration Statement have been duly authorised for issue and when:

(i) issued by the Company against payment in full of the consideration therefor in accordance with the terms set out in the Registration Statement, the terms in the Underwriting Agreement and the Company’s then effective memorandum and articles association; and

(ii) such issuance of IPO Shares have been duly registered in the Company’s register of members as fully paid shares,

will be validly issued, fully paid and non-assessable.

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(d) The Warrant Shares which are to be issued pursuant to the Representative’s Warrants when the Representative’s Warrants are exercisable under the terms of the Underwriting Agreement, have been duly authorised for issue and when:

(i) issued by the Company upon due exercise of the Representative’s Warrants in accordance with the terms of the Underwriting Agreement and in accordance with the Company’s then effective memorandum and articles association; and

(ii) such issuance of Warrant Shares have been duly registered in the Company’s register of members as fully paid shares,

will be, subject to payment of the exercise price therefor under the terms of the Representative’s Warrants, validly issued, fully paid and non-assessable.

Valid Issuance of Representative’s Warrants

(e) The Representative’s Warrants have been duly authorised for issue and when issued by the Company in accordance with the terms set out in the Registration Statement, the terms in the Underwriting Agreement and the Company’s then effective memorandum and articles association, will be validly issued.

Registration Statement

(f) The statements contained in the Registration Statement which pertain to Cayman Islands law, including without limitation, in the sections headed “Taxation - Cayman Islands”, “Description of Ordinary Shares” and “Enforcement of Civil Liabilities”, in so far as they purport to summarise the laws or regulations of the Cayman Islands, are accurate in all material respects and that such statements constitute our opinion.

4 Limitations and Qualifications

4.1 We offer no opinion:

(a) as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; or

(b) except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement and any other agreements into which the Company may have entered or any other documents.

4.2 Under the Companies Act (Revised) (Companies Act) of the Cayman Islands annual returns in respect of the Company must be filed with the Registrar of Companies in the Cayman Islands, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

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4.3 In good standing means only that as of the date of this opinion the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar of Companies. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

5 Governing law of this opinion

5.1 This opinion is:

(a) governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

(b) limited to the matters expressly stated in it; and

(c) confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

5.2 Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

6 Reliance

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Risk Factors”, “Enforceability of Civil Liabilities” and “Legal Matters” of the Registration Statement. In giving such consent, we do not believe that we are “experts” within the meaning of such term used in the Securities Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

This opinion may be used only in connection with the offer and sale of the IPO Shares, the Representative’s Warrants and the Warrant Shares and while the Registration Statement is effective.

Yours faithfully

Ogier

EX-10.1

Exhibit 10.1

Confidential

BIOLINGUS

EMPLOYMENT AGREEMENT

between

BioLingus (Hong Kong) Limited

Unit 1904, 19/F, Podium Plaza, 5 Hanoi Road, Tsimshatsui, Kowloon,

Hong Kong (hereinafter: “Employer”)

and

Ko Sai Ying

born on July 22nd 1945, Hong Kong & Australian citizen

29 Cumberland Road, Kowloon Tong, Hong Kong (hereinafter: “Employee”)

1

Preamble

The present employment agreement shall regulate the employment conditions for the Employee on 14^th December 2022 and shall fully replace any existing employment conditions, if any.

1. Employment

The Employee will be employed by the Employer as of the date of this agreement (“the commencement date”), in the position as Technical Advisor. The Employer may assign another reasonable task or position to the Employee at any time.

2. Place of work

(a)	The Employee’s place of work is at the BioLingus Hong Kong office. If a relocation of the place of work is needed for operational or organizational reasons, the Employer shall inform the Employee as soon as possible about a possible change of the place of work.
(b)	The Employee’s duties may require regular business trips to other locations both in Hong Kong and abroad.

3. Working time/extra hours

Regular working hours are determined according to the respective duties and the Company’s operational and functional requirements and amount to a total of at least 40 hours per week for a workload of 100%. Employees are authorized to subdivide their working time largely on their own, as long as this does not conflict with the respective duties or the Company’s operational and functional requirements.

Any additional or extra hours of work, as the case may be, are covered by the Employee’s salary and are not subject to additional remuneration or compensation time.

4. Holidays

The Employee is entitled to 25 working days of paid holidays (in addition to local legally required holidays such as New Year, Christmas, Eastern) per calendar year.

5. Gross annual salary

Effective from the listing of the shares of Biolingus (Cayman) Limited on NASDAQ, the gross annual salary (excluding any child and education allowances) amounts to HKD 1.2 million. One thirteenth of it shall be paid out at the end of every calendar month and the rest shall be paid out in November as a thirteenth monthly salary (pro rata basis if the employment does not last for at least one calendar year. For the avoidance of doubt, if the shares of Biolingus (Cayman) Limited do not list on NASDAQ, then no salary shall be payable by the Employer to the Employee pursuant to this Agreement.

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6. Voluntary ex-gratia Award

(a)	The Employer may grant a voluntary (gross) bonus to the Employee. Each such bonus shall be a special and a fully discretionary ex gratia award that shall be made on a fully voluntary basis. The Employee acknowledges and agrees that the Employee has no legal claim for a bonus in itself, in any particular form and/or in any particular amount. The award of a bonus (if any) is entirely at the sole discretion of the Employer. The fact that the Employee receives a bonus for a certain period does not establish any entitlement to a bonus in itself, in any particular form and/or in any particular amount for a subsequent period. In addition, the award of any bonus shall be conditional upon the existence of an ongoing employment relationship between the Employer and the Employee on 31 December of the year in question.
(b)	The Employee may be entitled to participate in the BioLingus global long term incentive program. Under such program, Employer, may grant a voluntary (gross) ex-gratia long term incentive award (“LTI”) to the Employee. Each such LTI award shall be a special and a fully discretionary ex gratia award offered and made by BioLingus on a fully voluntary basis. The Employee acknowledges and agrees that the Employee has no legal claim for a LTI award in itself, in any particular form and/or in any particular amount. The award of LTIs (if any) is entirely at the sole discretion of the employer. The fact that the Employee receives a LTI award for a certain period does not establish any entitlement to a LTI award in itself, in any particular form and/or in any particular amount for a subsequent period. In addition, the award of LTIs shall be conditional upon the existence of an ongoing employment relationship between the Employer and the Employee on 31 December of the year in question.
(c)	The Employer shall have full discretion and authority to amend, modify, cancel or revoke any bonus plan and/or award program at any time and without prior notice. The Employee shall not be entitled to derive any legal claims from any bonus plan and/or award program. In addition, the (repeated) award of any ex-gratia award on the basis of any such bonus plans and/or award programs shall not establish any claim to future payments.

7. Expenses

The Employer will reimburse all business relates out of pocket expenses (travel, hotel and other out of the pocket expenses) which Employee properly and reasonably incurs in the course of the employment - while performing the duties for the Employer - and in accordance with the relevant rules of the Employer. Such reimbursement is subject to submitting receipts or other reasonable evidence of payment.

8. Sickness or Accident

(a) If the employee is prevented from performing your duties arising out of or relating to the employment due to illness (not deliberately self-inflicted) or due to an accident (not deliberately self-inflicted) then the Employer will continue to entitle the sickness allowance and compensation pursuant to the provision of Hong Kong Employment Ordinance and Hong Kong Employees’ Compensation Ordinance.

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(b) The Employee will have to submit a medical certificate for each absence due to illness or accident exceeding 4 consecutive days. The Employer reserves the right to send the Employee to a medical doctor of its choice and at its own costs. In case of illness occurring abroad, the right for further salary payments exists only if a medical certificate is presented. The medical certificate has to be issued by a hospital or an official medical doctor.

9. MPF, Pension Plan and Insurances

(a) The Employer and the Employee shall make contributions towards the Mandatory Provident Fund Scheme in accordance with the requirements specified in the Hong Kong Mandatory Provident Fund Schemes Ordinance.

(b) The Employee shall participate to the pension plan, if any, organized by the Company. The pension contributions and benefits are outlined and fixed in the regulation of the pension plan. The Employee contribution, as outlined in the regulation, will be deducted from his remuneration.

(c) The employers shall purchase and maintain sufficient and valid insurance for employee in the event of employees’ injuries, disease, and death in the course of their employment, in accordance with the Employees’ Compensation Ordinance.

10. Taxes

Any personal taxation consequences related to this Agreement for the Employee will not be reimbursed by the Company and are the sole responsibility of the Employee.

11. Confidentiality

All confidential information and data of the Employer and/or of any of its subsidiary, sister or parent companies (“BioLingus Companies”) or of any third party, to which the Employee has had access during his work for the Employer and/or for BioLingus Companies (such as personal data of customers, suppliers, employees and others, calculation bases, experiments and other business and industrial secrets etc.), shall only be used for the purpose of the correct performance of contractual obligations. The Employee shall not disclose such confidential information and data to any third party and shall not use it for his own purpose or for any purpose of third parties. Upon termination of the employment, these confidentiality duties shall continue to apply. Therefore, even upon termination of the employment, the Employee shall not directly or indirectly disclose any confidential information, grant access to any confidential information to a third party, and/or shall not use such information for own purposes.

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12. Intellectual Property Rights

(a)	All intellectual property rights, in particular inventions, designs, copyrights and other associated rights (“IP-Rights”), which the Employee - during the exercise of his/her work and in performance of his contractual obligations - produces or helps to produce, belong to the Employer without the Employee’s right to compensation and regardless of their eligibility for protection or, if needed, shall be assigned to the Employer free of charge. The Employee shall immediately inform the Employer in writing of the creation of new intellectual property rights. In particular, the Employer has the right to freely use (including to create a work of second hand), modify and publish these works at its discretion.
(b)	The Employer reserves the right to acquire all IP-Rights produced by the Employee alone or in conjunction with others during the exercise of his work, but not in performance of his contractual duties. The Employee shall immediately inform the Employer in writing about such IP-Rights. The Employer shall declare to the Employee within three months whether the Employer wishes to acquire the respective IP-Right or whether such IP-Right will be released to the Employee. If the respective IP-Right is not released to the Employee, the Employer shall pay an appropriate compensation to the Employee
(c)	The Employee shall also immediately inform the Employer in writing of any IP-Rights produced by the Employee neither during the exercise of his work nor in performance of his contractual duties and offer them for purchase to the Employer according to section 11, provided that the respective IP-Rights could be of interest to the Employer. The Employer shall declare to the Employee within three months whether the Employer wishes to acquire the respective IP-Right or whether such IP-Right will be released to the Employee. If the respective IP-Right is not released to the Employee, the Employer shall pay an appropriate compensation to the Employee.
(d)	The Employee shall - at the expense of the Employer - take any action, create any document or take any other precaution necessary to safeguard the rights according to (a)-(c), both during and after termination of the employment.

13. Data Protection

The Employee authorizes the Employer to transfer personal data to BioLingus Companies or to third parties both in Hong Kong and abroad, with the right to further process these data within the scope of the employment.

14. Probation Period, Notice of Termination and Termination

(a)	This agreement shall run for an indefinite period of time.
(b)	The probation period shall be 6 months, in which the contract may be terminated from both sides without cause and without further consequence upon 1 month notice.

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(c)	After the probation period, the agreement may be terminated anytime upon three (3) months’ notice as per the end of every calendar month.
(d)	The right to terminate the agreement for good cause without notice and with immediate effect remains reserved.
(e)	The notice of termination shall be given in writing.
(f)	The employment terminates automatically upon reaching the ordinary retirement, upon the death of the Employee.
(g)	The Employer as well as the Employee may also terminate the employment immediately for valid reasons according to the provision of Hong Kong Employment Ordinance.
(h)	In case Employment has been terminated, the Employer may at any time during the three (3) months’ notice period and at its own discretion release the Employee from performing his duties under this agreement and pay him the remaining salary until the end of the notice period (so-called “Garden leave”)
(i)	Upon termination of this Agreement for whatever reason Employee will immediately deliver to the Employer all books, documents, papers, material, payment cards and other property relating to the business of the Employer which may then be in possession or under control of Employee.

15. Change of civil status or address

The Employee shall inform the Employer immediately about any change of civil status or address. If the Employer is not informed accordingly, notification to the last address of the Employee known to the Employer is legally effective.

16. Amendment

This Agreement may be modified or amended only by written agreement of the Parties (Employee and Employer) and any provision hereof may be waived only by a document signed by the Party waiving such provision.

17. Dispute Resolution

(a)

Where the employee has a grievance in relation to any matter covered by this contract (including redundancy), the employee will first contact the employer or the employee’s supervisor to discuss the matter. At all time, an employer or employee may appoint another person, organisation or association to accompany and/or represent them for the purpose of this clause.

(b)

Should the grievance not be resolved, or at any time during this process, either party may refer the matter to Labour Relationship Division for conciliation services to help employer and employee settle their disputes and claims in accordance with Hong Kong Employment Ordinance. Claims or disputes that cannot be resolved by conciliation by the Labour Relations Division shall be referred to the Labour Tribunal for settlement.

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18. Closing provisions

(a)	This agreement governs the entire agreement between the parties and replace all prior written and oral agreements of the parties
(b)	This agreement (including this provision) may only be modified or amended in writing and with both parties’ signature.

19. Governing Law and Jurisdiction

(a)	This agreement shall be governed by the laws of Hong Kong.
(b)	Each Party irrevocably submits to the exclusive jurisdiction of the courts of Hong Kong as regards any claim, matter or proceedings arising out of or in connection with this Agreement.

Signature of Employee	Signature of Employer
Name of employee	Name of employer representative
Ko Sai Ying	Yves Decadt
HK I.D./Passport No.	Position
P377031(5)	CEO
Date 14 December 2022	Date 14 December 2022

7

February 28, 2023

Supplemental Agreement

Dear Thomas,

In addition to your employment agreement dated and signed on December 14, 2022 (“Agreement”), it is agreed between you and the Company to supplement the below clauses:

20. Non-Competition

For the entire duration of your Agreement, and for 1 year after the Employer’s relationship with the Employee has been terminated for any reason, the Employee will not work as an employee, officer, director, partner, consultant, agent, owner or engage in any other capacity with a competing company which develops, distributed or sells products or technology or provides services similar to the field of the Employer in relation to metabolic disorders, obesity and diabetes which include all applications in human, veterinary and diagnostics.

21. Non-Solicitation

The Employee agrees that during the employment with the Company and for a period of 6 months following the termination of the employment, whether such termination is voluntary or involuntary and regardless of the reason for such termination, the Employee will not, on behalf of the Employee or on behalf of any other person, company, or corporation (i) solicit an employee of the Company or any of its affiliates to leave the employment of the Company or any of its affiliates or to become employed by any person, company or corporation engaged in competition with the Company or any of its affiliates, or (ii) call on or solicit in any manner any customer of the Company with which the Employee has had any dealings of any kind on behalf of the Company or whom the Employee contacted during the course of the Employee’s employment with the Company for the purpose of doing business of the type done by the Company with such customer.

By signing this Supplemental Agreement, you agree the above clause to be included in your employment agreement.

Signature of Employer	Signature of Employee
Name of Employer Representative Yves Decadt	Name of Employee Ko Sai Ying Thomas
Position CEO	HK I.D. / Passport Number P377031(5)
Date March 2, 2023	Date March 2, 2023

Confidential

BIOLINGUS

EMPLOYMENT AGREEMENT

between

BioLingus IP GmbH

Grossmatt 6, CH-6052 Hergiswil (hereinafter: “Employer”)

and

Yves Decadt

born on March 10^th, 1966 Belgian citizen

domiciled at Tlichelrosstrasse 9,

CH-8248 Uhwiesen, Switzerland

(hereinafter: “Employee”)

1

Preamble

The present employment agreement shall regulate the employment conditions for the Employee as of December 12^th, 2022 and shall fully replace any existing employment conditions, if any.

1. Employment

The Employee shall be employed by the Employer as of the date of this agreement in the position as Chief Executive Officer (CEO). The Employer may assign another reasonable task or position to the Employee at any time.

2. Place of work

(a)	The Employee’s place of work is at the BioLingus Office in Hergiswil. If a relocation of the place of work is needed for operational or organizational reasons, the Employer shall inform the Employee as soon as possible about a possible change of the place of work.
(b)	The Employee’s duties may require regular business trips to other locations both in Switzerland and abroad.

(c) During your employment the employee will not (without the prior written consent of the Employer) directly or indirectly engage in any capacity in any other business trade or occupation whatsoever, unless explicitly allowed by the Employer. Consent given in accordance with this clause may be withdrawn at any time by the Employer.

(d) The Employee confirms he has the necessary working permit(s) for this location.

3. Working time/extra hours

Regular working hours are determined according to the respective duties and the Company’s operational and functional requirements and amount to a total of at least 40 hours per week for a workload of 100%. Employees are authorized to subdivide their working time largely on their own, as long as this does not conflict with the respective duties or the Company’s operational and functional requirements.

Any additional or extra hours of work, as the case may be, are covered by the Employee’s salary and are not subject to additional remuneration or compensation time.

4. Holidays

The Employee is entitled to 25 working days of paid holidays (in addition to local legally required holidays such as New Year, Christmas, Eastern) per calendar year.

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5. Gross annual salary

Effective from the listing of the shares of Biolingus (Cayman) Limited on NASDAQ, the gross annual salary (excluding any child and education allowances) amounts to CHF 250’000. One thirteenth of it shall be paid out at the end of every calendar month and the rest shall be paid out in November as a thirteenth monthly salary (pro rata temporis if the employment does not last for at least one calendar year. For the avoidance of doubt, if the shares of Biolingus (Cayman) Limited do not list on NASDAQ, then no salary shall be payable by the Employer to the Employee pursuant to this Agreement.

6. Voluntary ex-gratia Award (Gratifikation)

(a)	The Employer may grant a voluntary (gross) bonus to the Employee. Each such bonus shall be a special and a fully discretionary ex gratia award in accordance with Article 322d Swiss Code of Obligations (Gratifikation) that shall be made on a fully voluntary basis. The Employee acknowledges and agrees that the Employee has no legal claim for a bonus in itself, in any particular form and/or in any particular amount. The award of a bonus (if any) is entirely at the sole discretion of the Employer. The fact that the Employee receives a bonus for a certain period does not establish any entitlement to a bonus in itself, in any particular form and/or in any particular amount for a subsequent period. In addition, the award of any bonus shall be conditional upon the existence of an ongoing employment relationship between the Employer and the Employee on 31 December of the year in question.
(b)	The Employee may be entitled to participate in the BioLingus global long term incentive program. Under such program, Employer, may grant a voluntary (gross) ex-gratia long term incentive award (“LTI”) to the Employee. Each such LTI award shall be a special and a fully discretionary ex gratia award in accordance with Article 322d Swiss Code of Obligations (Gratifikation) offered and made by BioLingus on a fully voluntary basis. The Employee acknowledges and agrees that the Employee has no legal claim for a LTI award in itself, in any particular form and/or in any particular amount. The award of LTIs (if any) is entirely at the sole discretion of BioLingus. The fact that the Employee receives a LTI award for a certain period does not establish any entitlement to a LTI award in itself, in any particular form and/or in any particular amount for a subsequent period. In addition, the award of LTIs shall be conditional upon the existence of an ongoing employment relationship between the Employer and the Employee on 31 December of the year in question.
(c)	The Employer shall have full discretion and authority to amend, modify, cancel or revoke any bonus plan and/or award program at any time and without prior notice. The Employee shall not be entitled to derive any legal claims from any bonus plan and/or award program. In addition, the (repeated) award of any ex-gratia award on the basis of any such bonus plans and/or award programs shall not establish any claim to future payments.

7. Expenses

The Employer will reimburse all business relates out of pocket expenses (travel, hotel and other out of the pocket expenses) which Employee properly and reasonably incurs in the course of the employment - while performing the duties for the Employer - and in accordance with the relevant rules of the Employer. Such reimbursement is subject to submitting receipts or other reasonable evidence of payment.

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8. Sickness or Accident

(a)	If the employee is prevented from performing your duties arising out of or relating to the employment due to illness (not deliberately self-inflicted) or due to an accident (not deliberately self-inflicted) then the Employer will continue to pay the base salary pursuant to the collective daily allowance insurances (Tagesgeldversicherung), provided that the conditions of the collective daily allowance insurances being met and that Employer complies with the conditions of the collective daily allowance insurance and with the directiveness of the Employer. In principle, the daily allowance provides the following coverage: (Currently 80% of the base salary during 730 days)
(b)	During the waiting period of (30) days of the base salary is paid, the insurance premium for the daily allowance insurance is paid one half each by the Employer and the Employee. The part from the Employee will be deducted from the salary.
(c)	The Employee will have to submit a medical certificate for each absence due to illness or accident exceeding 3 days. The Employer reserves the right to send the Employee to a medical doctor of its choice and at its own costs. In case of illness occurring abroad, the right for further salary payments exists only if a medical certificate is presented. The medical certificate has to be issued by a hospital or an official medical doctor.

9. Social Security, Pension Plan and Insurances

(a)	The contributions for social security (such as compulsory old-age (AHV), unemployment insurance (ALY)) shall be charged equally to the Company and to the employee each of them paying 50% in line with the statutory requirements. The Employee’s contributions for social security are deducted by the Company from the gross salary, from any other compensation, bonus, or benefits upon payment.
(b)	The Employee shall participate to the pension plan organized by the Company. The pension contributions and benefits are outlined and fixed in the regulation of the pension plan. The Employee contribution, as outlined in the regulation, will be deducted from his remuneration.

10. Taxes

Any personal taxation consequences related to this Agreement for the Employee will not be reimbursed by the Company and are the sole responsibility of the Employee.

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11. Confidentiality

All confidential information and data of the Employer and/or of any of its subsidiary, sister or parent companies (“BioLingus Companies”) or of any third party, to which the Employee has had access during his work for the Employer and/or for BioLingus Companies (such as personal data of customers, suppliers, employees and others, calculation bases, experiments and other business and industrial secrets etc.), shall only be used for the purpose of the correct performance of contractual obligations. The Employee shall not disclose such confidential information and data to any third party and shall not use it for his own purpose or for any purpose of third parties. Upon termination of the employment, these confidentiality duties shall continue to apply. Therefore, even upon termination of the employment, the Employee shall not directly or indirectly disclose any confidential information, grant access to any confidential information to a third party, and/or shall not use such information for own purposes.

12. Intellectual Property Rights

(a)	All intellectual property rights, in particular inventions, designs, copyrights and other associated rights (“IP-Rights”), which the Employee -during the exercise of his work and in performance of his contractual obligations - produces or helps to produce, belong to the Employer without the Employee’s right to compensation and regardless of their eligibility for protection or, if needed, shall be assigned to the Employer free of charge. The Employee shall immediately inform the Employer in writing of the creation of new intellectual property rights. In particular, the Employer has the right to freely use (including to create a work of second hand), modify and publish these works at its discretion.
(b)	The Employer reserves the right to acquire all IP-Rights produced by the Employee alone or in conjunction with others during the exercise of his work, but not in performance of his contractual duties. The Employee shall immediately inform the Employer in writing about such IP-Rights. The Employer shall declare to the Employee within three months whether the Employer wishes to acquire the respective IP-Right or whether such IP-Right will be released to the Employee. If the respective IP-Right is not released to the Employee, the Employer shall pay an appropriate compensation to the Employee.
(c)	The Employee shall also immediately inform the Employer in writing of any IP-Rights produced by the Employee neither during the exercise of his work nor in performance of his contractual duties and offer them for purchase to the Employer according to section 11(b), provided that the respective IP-Rights could be of interest to the Employer. The Employer shall declare to the Employee within three months whether the Employer wishes to acquire the respective IP-Right or whether such IP-Right will be released to the Employee. If the respective IP-Right is not released to the Employee, the Employer shall pay an appropriate compensation to the Employee.
(d)	The Employee shall - at the expense of the Employer-take any action, create any document or take any other precaution necessary to safeguard the rights according to (a)-(c), both during and after termination of the employment.

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13. Data Protection

The Employee authorizes the Employer to transfer personal data to BioLingus Companies or to third parties both in Switzerland and abroad, with the right to further process these data within the scope of the applicable policy.

14. Probation Period, Notice of Termination and Termination

(a)	This agreement shall run for an indefinite period of time.
(b)	The probation period shall be 6 months, in which the contract may be terminated from both sides without cause and without further consequence upon 1 month notice.
(c)	After the probation period, the agreement may be terminated anytime upon three (3) months’ notice as per the end of every calendar month.
(d)	The right to terminate the agreement for good cause without notice and with immediate effect remains reserved.
(e)	The notice of termination shall be given in writing.
(f)	The employment terminates automatically upon reaching the ordinary AHV retirement age, upon the day on which the Employee receives a full disability pension or upon the death of the Employee.
(g)	If an official permit for the performance of labor activities in Switzerland is required, the employment terminates automatically upon expiry (if such permit is not extended by the authorities) or upon withdrawal of the official permit.
(h)	The Employer as well as the Employee may also terminate the employment immediately for valid reasons according to article 337 of the Swiss Code of Obligation.
(i)	In case Employment has been terminated, the Employer may at any time during the three (3) months’ notice period and at its own discretion release the Employee from performing his duties under this agreement and pay him the remaining salary until the end of the notice period (so-called “Garden leave”).
(j)	Upon termination of this Agreement for whatever reason Employee will immediately deliver to the Employer all books, documents, papers, material, payment cards and other property relating to the business of the Employer which may then be in possession or under control of Employee.

15. Change of civil status or address

The Employee shall inform the Employer immediately about any change of civil status or address. If the Employer is not informed accordingly, notification to the last address of the Employee known to the Employer is legally effective.

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16. Amendment

This Agreement may be modified or amended only by written agreement of the Parties (Employee and Employer) and any provision hereof may be waived only by a document signed by the Party waiving such provision.

17. Closing provisions

(a)	This agreement governs the entire agreement between the parties and replace all prior written and oral agreements of the parties.
(b)	This agreement (including this provision) may only be modified or amended in writing and with both parties’ signature.

18. Governing Law and Jurisdiction

(a)	This agreement shall be governed by the substantive laws of Switzerland.
(b)	The ordinary courts at the registered place of incorporation of the Employer shall have exclusive jurisdiction for any disputes arising under this employment relationship.

Hergiswil, 12-12-2022	Uhwiesen, 12-12-2022
BioLingus IP GmbH Thomas Ko Director	The Employee Yves Decadt

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February 28, 2023

Supplemental Agreement

Dear Yves,

In addition to your employment agreement dated and signed on December 12, 2022 (“Agreement”), it is agreed between you and the Company to supplement the below clauses:

19. Non-Competition

For the entire duration of your Agreement, and for 2 year after the Employer’s relationship with the Employee has been terminated for any reason, the Employee will not work as an employee, officer, director, partner, consultant, agent, owner or engage in any other capacity with a competing company which develops, distributed or sells products or technology or provides services similar to the field of the Employer in relation to metabolic disorders, obesity and diabetes which include all applications in human, veterinary and diagnostics.

20. Non-Solicitation

The Employee agrees that during the employment with the Company and for a period of 6 months following the termination of the employment, whether such termination is voluntary or involuntary and regardless of the reason for such termination, the Employee will not, on behalf of the Employee or on behalf of any other person, company, or corporation (i) solicit an employee of the Company or any of its affiliates to leave the employment of the Company or any of its affiliates or to become employed by any person, company or corporation engaged in competition with the Company or any of its affiliates, or (ii) call on or solicit in any manner any customer of the Company with which the Employee has had any dealings of any kind on behalf of the Company or whom the Employee contacted during the course of the Employee’s employment with the Company for the purpose of doing business of the type done by the Company with such customer.

By signing this Supplemental Agreement, you agree the above clause to be included in your employment agreement.

Signature of Employer	Signature of Employee
Name of Employer Representative Ko Sai Ying Thomas	Name of Employee Yves Decadt
Position Director	Passport Number E8986283
Date March 2, 2023	Date March 2, 2023

Confidential

BIOLINGUS

EMPLOYMENT AGREEMENT

between

BioLingus (Hong Kong) Limited

Unit 1904, 19/F, Podium Plaza, 5 Hanoi Road, Tsimshatsui, Kowloon,

Hong Kong (hereinafter: “Employer”)

and

Hui, Chun Pong

born on 23 December 1984 in Hong Kong residing at

G/F, No. 5C, Shek Kwu Lung Village, Sha Tin, New Territories, Hong Kong (hereinafter: “Employee”)

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Preamble

The present employment agreement shall regulate the employment conditions for the Employee on 13 January 2023 and shall fully replace any existing employment conditions, if any.

1. Employment

The Employee will be employed by the Employer as of the date of this agreement (“the commencement date”), in the position as Chief Financial Officer (“CFO”). The Employer may assign another reasonable task or position to the Employee at any time.

2. Place of work

(a)	The Employee’s place of work is at the BioLingus Hong Kong office. If a relocation of the place of work is needed for operational or organizational reasons, the Employer shall inform the Employee as soon as possible about a possible change of the place of work.
(b)	The Employee’s duties may require regular business trips to other locations both in Hong Kong and abroad.

3. Working time/extra hours

Regular working hours are determined according to the respective duties and the Company’s operational and functional requirements and amount to a total of at least 40 hours per week for a workload of 100%. Employees are authorized to subdivide their working time largely on their own, as long as this does not conflict with the respective duties or the Company’s operational and functional requirements.

Any additional or extra hours of work, as the case may be, are covered by the Employee’s salary and are not subject to additional remuneration or compensation time.

4. Holidays

The Employee is entitled to 25 working days of paid holidays (in addition to local legally required holidays such as New Year, Christmas, Eastern) per calendar year.

5. Gross monthly salary

The gross monthly salary (excluding any child and education allowances) amounts to HKD 10,000. Upon the Company listing its shares in NASDAQ, the gross monthly salary will revise to HKD78,000.

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6. Voluntary ex-gratia Award

(a)	The Employer may grant a voluntary (gross) bonus to the Employee. Each such bonus shall be a special and a fully discretionary ex gratia award that shall be made on a fully voluntary basis. The Employee acknowledges and agrees that the Employee has no legal claim for a bonus in itself, in any particular form and/or in any particular amount. The award of a bonus (if any) is entirely at the sole discretion of the Employer. The fact that the Employee receives a bonus for a certain period does not establish any entitlement to a bonus in itself, in any particular form and/or in any particular amount for a subsequent period. In addition, the award of any bonus shall be conditional upon the existence of an ongoing employment relationship between the Employer and the Employee on 31 December of the year in question.
(b)	The Employee may be entitled to participate in the BioLingus global long term incentive program. Under such program, Employer, may grant a voluntary (gross) ex-gratia long term incentive award (“LTI”) to the Employee. Each such LTI award shall be a special and a fully discretionary ex gratia award offered and made by BioLingus on a fully voluntary basis. The Employee acknowledges and agrees that the Employee has no legal claim for a LTI award in itself, in any particular form and/or in any particular amount. The award of LTIs (if any) is entirely at the sole discretion of the employer. The fact that the Employee receives a LTI award for a certain period does not establish any entitlement to a LTI award in itself, in any particular form and/or in any particular amount for a subsequent period. In addition, the award of LTIs shall be conditional upon the existence of an ongoing employment relationship between the Employer and the Employee on 31 December of the year in question.
(c)	The Employer shall have full discretion and authority to amend, modify, cancel or revoke any bonus plan and/or award program at any time and without prior notice. The Employee shall not be entitled to derive any legal claims from any bonus plan and/or award program. In addition, the (repeated) award of any ex-gratia award on the basis of any such bonus plans and/or award programs shall not establish any claim to future payments.

7. Expenses

The Employer will reimburse all business relates out of pocket expenses (travel, hotel and other out of the pocket expenses) which Employee properly and reasonably incurs in the course of the employment - while performing the duties for the Employer - and in accordance with the relevant rules of the Employer. Such reimbursement is subject to submitting receipts or other reasonable evidence of payment.

8. Sickness or Accident

(a) If the employee is prevented from performing your duties arising out of or relating to the employment due to illness (not deliberately self-inflicted) or due to an accident (not deliberately self-inflicted) then the Employer will continue to entitle the sickness allowance and compensation pursuant to the provision of Hong Kong Employment Ordinance and Hong Kong Employees’ Compensation Ordinance.

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(b) The Employee will have to submit a medical certificate for each absence due to illness or accident exceeding 4 consecutive days. The Employer reserves the right to send the Employee to a medical doctor of its choice and at its own costs. In case of illness occurring abroad, the right for further salary payments exists only if a medical certificate is presented. The medical certificate has to be issued by a hospital or an official medical doctor.

9. MPF, Pension Plan and Insurances

(a) The Employer and the Employee shall make contributions towards the Mandatory Provident Fund Scheme in accordance with the requirements specified in the Hong Kong Mandatory Provident Fund Schemes Ordinance.

(b) The Employee shall participate to the pension plan, if any, organized by the Company. The pension contributions and benefits are outlined and fixed in the regulation of the pension plan. The Employee contribution, as outlined in the regulation, will be deducted from his remuneration.

(c) The employers shall purchase and maintain sufficient and valid insurance for employee in the event of employees’ injuries, disease, and death in the course of their employment, in accordance with the Employees’ Compensation Ordinance.

10. Taxes

Any personal taxation consequences related to this Agreement for the Employee will not be reimbursed by the Company and are the sole responsibility of the Employee.

11. Confidentiality

All confidential information and data of the Employer and/or of any of its subsidiary, sister or parent companies (“BioLingus Companies”) or of any third party, to which the Employee has had access during his work for the Employer and/or for BioLingus Companies (such as personal data of customers, suppliers, employees and others, calculation bases, experiments and other business and industrial secrets etc.), shall only be used for the purpose of the correct performance of contractual obligations. The Employee shall not disclose such confidential information and data to any third party and shall not use it for his own purpose or for any purpose of third parties. Upon termination of the employment, these confidentiality duties shall continue to apply. Therefore, even upon termination of the employment, the Employee shall not directly or indirectly disclose any confidential information, grant access to any confidential information to a third party, and/or shall not use such information for own purposes.

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12. Intellectual Property Rights

(a) All intellectual property rights, in particular inventions, designs, copyrights and other associated rights (“IP-Rights”), which the Employee - during the exercise of his/her work and in performance of his contractual obligations - produces or helps to produce, belong to the Employer without the Employee’s right to compensation and regardless of their eligibility for protection or, if needed, shall be assigned to the Employer free of charge. The Employee shall immediately inform the Employer in writing of the creation of new intellectual property rights. In particular, the Employer has the right to freely use (including to create a work of second hand), modify and publish these works at its discretion.

(b) The Employer reserves the right to acquire all IP-Rights produced by the Employee alone or in conjunction with others during the exercise of his work, but not in performance of his contractual duties. The Employee shall immediately inform the Employer in writing about such IP-Rights. The Employer shall declare to the Employee within three months whether the Employer wishes to acquire the respective IP-Right or whether such IP-Right will be released to the Employee. If the respective IP-Right is not released to the Employee, the Employer shall pay an appropriate compensation to the Employee

(c) The Employee shall also immediately inform the Employer in writing of any IP-Rights produced by the Employee neither during the exercise of his work nor in performance of his contractual duties and offer them for purchase to the Employer according to section 11, provided that the respective IP-Rights could be of interest to the Employer. The Employer shall declare to the Employee within three months whether the Employer wishes to acquire the respective IP-Right or whether such IP-Right will be released to the Employee. If the respective IP-Right is not released to the Employee, the Employer shall pay an appropriate compensation to the Employee.

(d) The Employee shall - at the expense of the Employer - take any action, create any document or take any other precaution necessary to safeguard the rights according to (a)-(c), both during and after termination of the employment.

13. Data Protection

The Employee authorizes the Employer to transfer personal data to BioLingus Companies or to third parties both in Hong Kong and abroad, with the right to further process these data within the scope of the employment.

14. Probation Period, Notice of Termination and Termination

(a) This agreement shall run for an indefinite period of time.

(b) The probation period shall be 3 months, in which the contract may be terminated from both sides without cause and without further consequence upon 1 month notice.

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(c)	After the probation period, the agreement may be terminated anytime upon three (3) months’ notice as per the end of every calendar month.
(d)	The right to terminate the agreement for good cause without notice and with immediate effect remains reserved.
(e)	The notice of termination shall be given in writing.
(f)	The employment terminates automatically upon reaching the ordinary retirement, upon the death of the Employee.
(g)	The Employer as well as the Employee may also terminate the employment immediately for valid reasons according to the provision of Hong Kong Employment Ordinance.
(h)	In case Employment has been terminated, the Employer may at any time during the three (3) months’ notice period and at its own discretion release the Employee from performing his duties under this agreement and pay him the remaining salary until the end of the notice period (so-called “Garden leave”)
(i)	Upon termination of this Agreement for whatever reason Employee will immediately deliver to the Employer all books, documents, papers, material, payment cards and other property relating to the business of the Employer which may then be in possession or under control of Employee.

15. Change of civil status or address

The Employee shall inform the Employer immediately about any change of civil status or address. If the Employer is not informed accordingly, notification to the last address of the Employee known to the Employer is legally effective.

16. Amendment

This Agreement may be modified or amended only by written agreement of the Parties (Employee and Employer) and any provision hereof may be waived only by a document signed by the Party waiving such provision.

17. Dispute Resolution

(a)

Where the employee has a grievance in relation to any matter covered by this contract (including redundancy), the employee will first contact the employer or the employee’s supervisor to discuss the matter. At all time, an employer or employee may appoint another person, organisation or association to accompany and/or represent them for the purpose of this clause.

(b)

Should the grievance not be resolved, or at any time during this process, either party may refer the matter to Labour Relationship Division for conciliation services to help employer and employee settle their disputes and claims in accordance with Hong Kong Employment Ordinance. Claims or disputes that cannot be resolved by conciliation by the Labour Relations Division shall be referred to the Labour Tribunal for settlement.

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18. Closing provisions

(a)	This agreement governs the entire agreement between the parties and replace all prior written and oral agreements of the parties.
(b)	This agreement (including this provision) may only be modified or amended in writing and with both parties’ signature.

19. Governing Law and Jurisdiction

(a)	This agreement shall be governed by the laws of Hong Kong.
(b)	Each Party irrevocably submits to the exclusive jurisdiction of the courts of Hong Kong as regards any claim, matter or proceedings arising out of or in connection with this Agreement.

Signature of Employee	Signature of Employer
Name of employee	Name of employer representative
Hui, Chun Pong	Ko Sai Ying
HK I.D./Passport No.	Position
Z686827(5)	Director
Date	Date
13 January 2023	13 January 2023

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February 28, 2023

Supplemental Agreement

Dear Chun Pong,

In addition to your employment agreement dated and signed on January 13, 2023 (“Agreement”), it is agreed between you and the Company to supplement the below clauses:

20. Non-Competition

For the entire duration of your Agreement, and for 1 year after the Employer’s relationship with the Employee has been terminated for any reason, the Employee will not work as an employee, officer, director, partner, consultant, agent, owner or engage in any other capacity with a competing company which develops, distributed or sells products or technology or provides services similar to the field of the Employer in relation to metabolic disorders, obesity and diabetes which include all applications in human, veterinary and diagnostics.

21. Non-Solicitation

The Employee agrees that during the employment with the Company and for a period of 6 months following the termination of the employment, whether such termination is voluntary or involuntary and regardless of the reason for such termination, the Employee will not, on behalf of the Employee or on behalf of any other person, company, or corporation (i) solicit an employee of the Company or any of its affiliates to leave the employment of the Company or any of its affiliates or to become employed by any person, company or corporation engaged in competition with the Company or any of its affiliates, or (ii) call on or solicit in any manner any customer of the Company with which the Employee has had any dealings of any kind on behalf of the Company or whom the Employee contacted during the course of the Employee’s employment with the Company for the purpose of doing business of the type done by the Company with such customer.

By signing this Supplemental Agreement, you agree the above clause to be included in your employment agreement.

Signature of Employer	Signature of Employee
Name of Employer Representative Thomas Ko Sai Ying	Name of Employee Hui Chun Pong
Position Technical Advisor / Director	HK I.D. / Passport Number Z686827(5)
Date 28 February 2023	Date 28 February 2023

EX-10.2

Exhibit 10.2

DOMICILE AGREEMENT

between

Landolt Steuer- & Unternehmensberatung AG

Grossmatt 6, 6052 Hergiswil NW, Switzerland

(hereinafter called “Lessor”)

and

BioLingus IP GmbH

Grossmatt 6, 6052 Hergiswil NW, Switzerland

(hereinafter called “Lessee”)

regarding

BioLingus IP GmbH, Grossmatt 6, 6052 Hergiswil NW, Switzerland

Premise

WHEREAS, the Lessee intends to establish a Company with its office at Grossmatt 6 in 6052 Hergiswil NW, Switzerland.

WHEREAS, the Lessor is represented by Mr Robert Landolt, who has the sufficient authority and faculties to execute this agreement.

WHEREAS, the intended Name of the Swiss Company shall be BioLingus IP GmbH (hereinafter called “the Company”)

WHEREAS, the Lessee intends to have the office of the Company at the premises of the Lessor, Grossmatt 6 in 6052 Hergiswil NW, Switzerland, and therefore will lease premises at this address and the Lessor intends to give a shared office to the Company at his address according to the terms and conditions as set forth in this agreement.

Visa:

Domicile Agreement 2

THEREFORE, the parties agree on the following:

1. The Lessor leases to the Lessee a shared furnished office at Grossmatt 6 in 6052 Hergiswil NW, Switzerland, exclusively for business use

2.	The access to the office is guaranteed 7 days a week and 24 hours by an electronic door system with an access code given to the Lessee. The Lessee has in these offices his own lockable cupboard to be opened by the key given to him at his first working day in the office
3.	The lease of the premises starts on 01.07.2014.

4. This Agreement shall remain in force for an indefinite period. It can be terminated by any of the parties at any time at the end of each month by giving two months’ notice in advance

5.	The monthly rent amounts to CHF 150 including incidental costs. The rent is payable annually on the W of January of each year. The first year will be from 01.07.2014 until 31.12.2014. The payment will be transferred to the account appointed by the Lessor
6.	The above-mentioned rent can be adjusted for the first time per 01.01.2016 by written con sent of both parties

7. Included in the monthly rent is the use of an assigned shared office, a meeting room for board meetings, annual meetings or other local meetings, the use of infrastructure (toilet, kitchen, coffee machine, etc.) and the regular postal fees

8. Not included in the monthly rent are any initial third party costs like installation and connecting of a telephone line and the monthly telephone charge of the telephone provider (approx. CHF 30) will be paid by the Lessee. Not included are also any third party costs for the company like nameplates at the entrance of the office building if requested by the company and courier service fees for special postal services?

9. Any notice, request, instruction or other documents to be given hereunder by a party shall be delivered at the address listened below.

LESSOR:

Landolt Steuer- & Unternehmensberatung AG

Grossmatt 6

6052 Luzern

Switzerland

LESSEE:

BioLingus IP GmbH

Grossmatt 6

6052 Hergiswil NW

Switzerland

Visa:

Domicile Agreement 3

8. Disputes arising in connection with this agreement are governed by Swiss law. The Parties concerned stipulate the competent Court of the Canton of Hergiswil NW.

Hergiswil NW, June 26th, 2014
Landolt Steuer- & Unternehmensberatung AG	BioLingus IP GmbH
Represented by:	Represented by;
Robert A. Landolt	Yves Decadt

SWITZERLAND

INNOVATION

PARK BASEL AREA

SUBLEASE AGREEMENT

1. Contracting parties

Lessor	Switzerland Innovation Park Basel Area AG
	Gewerbestrasse 24, 4123 Allschwil
	MWST-Nr: CHE-186.319.039 MWST
Represented by	Christof Klöpper
	Saskia Cecchi
Lessee	Biolingus
	Grossmatt 6, 6052 Hergiswil
represented by	Yves Decadt, CEO

2. Rental Object

1 The Lessor provides the Lessee with the following rental properties:

Object location	Object and purpose of use	CHF per year	CHF per month
Gewerbestrasse16, 4123 Allschwil,3rd floor	Laboratories 1603017, 1603019, 1603020, 1603021, 1603022, 1603023, 1603024 / Laboratory activity	105’487 20	8’790.60
Gewerbestrasse16, 4123 Allschwil,3rd floor	Office 1603003, 1603006 I Office activity	18’126.00	1’510.50
	Total Net rent	123’613.20	10’301.10
Heating and service charge rent		21’163.45	1’763.62
	MWST7.7%	11’147.80	928.98
	Total Gross rent	155’924.45	12’993.70

2 The location of the Leased Premises is shown on the plans attached to this Lease as an integral part thereof.

3 The purpose of use stated above is binding. The lessee may only change the use or purpose with the written consent of the lessor.

4The rent includes the rights of joint use and services listed below in accordance with Art. 4.

5 The rent is to be paid monthly in advance (the first day of the month is considered the expiration date)

SWITZERLAND INNOVATION

PARK BASEL AREA

6 The above rent is based on a reference interest rate of currently 1.5% and a score of the national consumer price index (basis December 2015 = 100 points) of 101.7 points (December 2019). The above-mentioned rent is considered as minimum rent and can never be undercut in case of adjustments during the lease.

7 The statutory VAT rate of currently 7.7% shall apply; the taxable lessor has made use of the option of opting for open display of the VAT on the rent. In the event of changes in the VAT rate, the Lessor shall be entitled to notify the Lessee of the resulting adjustment of the rent in the form prescribed by law, currently by means of an official form, as of the effective date of the new VAT rate.

8 If the option lapses during the term of the agreement for reasons for which the lessee is responsible, the Lessor is entitled to charge the lessee any own consumption tax owed as a result of the change in use. Likewise, the lessee undertakes to pay any own consumption tax and any other costs if the lease is terminated prematurely, i.e., extraordinarily, for reasons for which the lessee is responsible and this results in the loss of the option.

3. Rental start / rental period

The lease commences on 01.02.2020. From this date the lessee owes the rent defined in Art 2. The lease ends on 31.12.2022 without notice. During the rental period, the rental agreement can be terminated in writing at the end of a month, subject to a notice period of six months.

4. Sharing and services

1 The sharing of the following areas and the right to the following services of the Lessor are included in the rent (applies explicitly only to ticked items, additional services are to be paid separately)

Shared use	Services
☒ Lift and stairs	☒ LAN /WLAN
☒ Toilet facilities at the object location	☒ Multifunction printer and shredder
☒ Meeting area and kitchen	☒ Conference Telephony
☒ Meeting room	☒ Reception service (mail, reception at headquarters)
☐ Other:	☒ Community Manager and Community Events
	☐ Other:

2 The Lessee shall be provided with furniture for use in the offices and laboratories during the rental period. The use of the furniture is also included in the rent.

SWITZERLAND INNOVATION

PARK BASEL AREA

3 The Lessee undertakes to handle the leased property with care, as well as the areas used and any furniture provided. The Lessee shall pay for any damage to the furniture caused by him or his employees or third parties called in by him, irrespective of the amount of the costs. Repairs or replacement of furniture may only be ordered by the lessor.

5. Incidental and operating costs

1 The agreed net rent does not include any ancillary and operating costs. The parties agree that the following costs are to be paid additionally by the Lessee, with a separate settlement being made annually considering the payments on account made by the Lessee:

Service charges rental property:

- Heating, cooling, ventilation, air conditioning

- Cold water, hot water, groundwater, rainwater, wastewater

- Energy payers, measuring devices

- Energy management (payer evaluations, VHKA by external company)

- Water treatment

- Sewerage system (pipe network, pump sump, grease separator, etc.)

- Electricity in general, Emergency power equipment

- Electricity (if no direct billing by the electricity supplier)

- TV and radio reception, means of communication

- Neon signs

- Compressed air

- Transport equipment (elevators etc.)

- automatic gates, rolling gates, rolling grilles, fire gates, etc.

Goods deliveries, ramps -billing fee percentage Service charges common areas:

- Heating, cooling, ventilation, air conditioning

- Cold water, hot water, groundwater, rainwater, wastewater

- Energy payers, measuring devices

- Building control systems, PC, printer, scanner

- Energy management (payer evaluations, VHKA by external company)

- Water treatment

- Sewer system, pipe network, pump sump, grease trap, etc.

- Alternative energy production

- Electricity in general, emergency power equipment, reactive current compensation system

- TV and radio reception, means of communication

- Illuminated signs, addresses

For the above-mentioned ancillary and operating cost items, the Lessee shall pay the Lessor monthly payments on account of CHF 1,763.62.

SWITZERLAND INNOVATION

PARK BASEL AREA

2 Once a year, the Lessor shall prepare a statement of the actual ancillary and operating costs of the common areas and common facilities, the balance of which shall be settled within 30 days after the statement has been submitted. The Lessor reserves the right to adjust the payments on account on the basis of the settlement and to charge the lessee proportionally for the ancillary costs imposed on him by third parties. The settlement or apportionment of the service charges to the individual lessees shall be made on the basis of a fair distribution formula, if the individual consumption cannot be determined. The distribution formula can be adjusted due to changes by the Lessor. The fee for the preparation of the service charge statement is charged to the lessee on a percentage basis (currently 4%) together with the statement.

3 The Lessee shall be entitled to inspect the total statement of account at the Lessor’s premises within 30 days of the invoice being issued. If he does not raise an objection in writing during this period, the total statement shall be deemed to have been accepted.

4 The right is reserved to charge further costs and fees related to the operation of the property which are newly introduced during the term of the lease due to changed circumstances or statutory provisions.

5 The Lessor shall determine the distribution key. If costs are not or only partially incurred in one or another leased property, this shall be appropriately taken into account in the distribution key.

6 The costs for electricity as well as telephone, fax, modem, TV fees, etc. charged directly to the lessee are to be paid by him in due time. Charges and expenses relating exclusively to the operation of the leased property shall also be borne by the Lessee, even if they are levied on the Lessor.

6. Securing the rent

☐ A rent deposit is waived。

☒ To secure all claims arising from the lease, the lessee shall pay the Lessor a security deposit of three months’ rent of CHF 30,903.30 into a blocked account in the lessee’s name at a Swiss bank. The lessee or the respective bank must provide the Lessor with a deposit confirmation at the beginning of the rental period.

7. Use and enjoyment of the rented property

The Lessee shall use the leased property for its intended purpose and with care. Within the framework of the use of the rented property, he/she shall be considerate of the other users of the rented property and shall comply with the “General Provisions” of the rental agreement, of which he/she is aware and which he/she accepts.

The Lessee shall not store any goods or other items outside its leased property without the Lessor’s consent. In this case, the Lessee shall be liable for the costs incurred in connection with the storage of the goods. damage incurred. He/she has to comply with the police regulations concerning opening hours, alarm immissions, safety precautions, etc.

SWITZERLAND INNOVATION

PARK BASEL AREA

8. Insurances

1 The Lessor shall take out the usual liability and property insurance policies for the leased property at its own expense.

2 The insurance required for the operation of your business, such as theft, liability, business interruption, personnel and furniture insurance, as well as insurance for the sample/goods store, etc., must be obtained by the lessee at his own expense. Likewise, all other investments and installations made and paid for directly by the lessee must be insured by the lessee herself.

9. Return of the rental object

1 The Lessee undertakes to return the rented property at the end of the tenancy in the condition it was in at the start of the tenancy, unless the Lessor waives, in whole or in part, the professional removal of leasehold improvements or the restoration of the condition at the start of the tenancy. If the Lessor requires the removal of lessee’s improvements, the Lessee is obliged to have them professionally removed at its own expense in good time for the handover date. If the Lessor waives, in whole or in part, the right to demand the restoration of the condition at the beginning of the lease or of the separately agreed condition, the Lessee is obligated to leave the Leasehold improvements, the removal of which is waived, completely in the Leased Property. The Lessor shall not owe the Lessee any compensation for any value-adding leasehold improvements, even if they are left in the Leased Property.

2 The Lessee shall return the leased property fully cleared and clean no later than 12:00 noon on the day after the expiry of the lease term. If the return date falls on a Sunday or a holiday recognized by the state at the location of the object, the return takes place on the following working day at 12:00 noon. The rented object is to be returned in the condition resulting from the contractual use, taking into account the usual wear and tear and the defects already existing at the beginning of the rental period.

3 The Lessee may return the leased property without observing the notice period and termination date. The Lessee shall be released from his obligations under the lease only if he proposes a new Lessee acceptable to the Lessor. The new lessee must be solvent and willing to take over the lease under the existing conditions. If these conditions are not met, or if the proposed new lessee is unacceptable to the Lessor for some other important reason, the lessee must pay the rent until the time when the lease ends or can be terminated under the contract or the law. The Lessor must take into account what he saves in expenses or gains through other use of the leased property or intentionally refrains from gaining.

10. Final provision

1 All notifications and permits required for its activity or operation shall be obtained by the Lessee itself and the costs incurred for this shall be borne in full by it. Compliance with all relevant legal requirements concerning the use and operation of the leased property is the responsibility of the lessee during the entire term of the lease.

2 Amendments and additions to this rental agreement must be made in writing to be effective.

3 Should individual provisions of this Lease Agreement be or become invalid or unenforceable in whole or in part, or should this Lease Agreement prove to contain a gap, this shall not affect the validity of the remaining contractual provisions. In place of the invalid or unenforceable provisions, the parties shall agree on those valid or enforceable provisions which, while maintaining the economic balance, correspond to the meaning and purpose of the invalid or unenforceable provisions. In the event of a gap, the parties shall agree on the provision that corresponds to what would have been agreed upon in terms of meaning and purpose while maintaining the economic balance if the matter had been considered from the outset.

SWITZERLAND INNOVATION

PARK BASEL AREA

4 Swiss law shall apply, in particular the provisions pursuant to Art. 253 et seq. of the Swiss Code of Obligations (OR). In the event of any legal disputes, the authorities and courts at the place where the matter is located shall have jurisdiction.

5 The General Provisions to the Rental Agreement form an integral part of this Rental Agreement as an Annex and are recognized as binding by the Lessee by signing this Rental Agreement and the General Provisions. In the event of any conflict between the General Provisions and this Rental Contract, the provisions of the Rental Contract shall in any case prevail.

6 In the event of several language versions, the German-language version of this Lease, the General Provisions and the appendices, annexes and addenda thereto shall be authoritative in all cases.

7 Annexes forming an integral part of the contract

☒ General provisions on the sublease agreement as of October 2019

☒ Plan rental properties

☒ Park Rules as of December 2019

☒ Park Laboratory Rules As of February 2019

The Lessor

Allschwil, 15.01.2020	Hergiswil 25th Feb 2020
The Lessor	The Lessee
Christof Klöpper Saskia Cecchi	Yves Decadt

Lease Agreement

Contract Number: Rent 2023 #002

Landlord: Know-how Micro-Technical Incubator Limited (www.knowhow-incubator.com) (Party A)

Legal Address: Ximen Incubator Building, No.11, Chaoqian Road, Changping District, Beijing: Correspondence Address: Ximen Incubator Building, No.11, Chaoqian Road, Changping District, Beijing

Post Code: 102200

Tenant: BioLingus Beijing (Party B)

Legal Address: Room 1068, Floor 10, Building 4, No.14, South St, Dongmen, Dongcheng District, Beijing

Postal Code: 100027

Correspondence Address: Room 106, Floor 1, Building 3, No.11, Chaoqian Road, Changping District, Beijing

Postal Code: 102200

In relation to Party B leasing Party’s A office, after negotiation, Parties hereby agree as follow

Clause 1: Lease Target

Party B agrees to lease Party A’s office at Building 3, No. 11, Chaoqian Road, Changpint District, Beijing

whereas this building is operated by Know-how Micro-Technical Incubator. The office is located on the first floor with room number 106 & 107,total 80 gross sq. metres.

Clause 2: Purpose of Usage

Party B leases the office for the purpose of commercial use and R&D activities without polluted emission.

Clause 3: Lease Term

The lease term of the agreement is 1 year, from January 1, 2023 to December 31, 2023

Clause 4: Rent, Deposit, Fees & Payment Method

1.	Annual Rent is RMB80,000
2.	Rent to be paid on a semiannual basis, first 6 months rent of RMB40,000 to be paid within 5 days of the execution of this agreement; Remaining 6 months to be paid 20 days before end of June. If Party B wishes to extend the lease, payment method remains the same
3.	The deposit for the lease is RMB10,000, which shall be paid by Party B to Party A on the signing day of this agreement. Party B should keep the deposit receipt and present to Party A upon end of the lease for deposit return. If Party B fails to present the deposit receipt, the deposit will not be returned. After the expiration of the Agreement, if Party B does not renew the lease, Party A will fully return the deposit to Party B provided that Party B has settled all outstanding fees and update its address from the leased office address to another address. Given Party B does not renew the lease, the deposit will not be returned if Party B hasn’t moved out from the leased address within 60 days of the end of lease. Meanwhile, Party A reserves the right to report to the business administration bureau.

4. Electricity and water consumed by Party B will be charged in accordance to the government standard rate. Party A shall reimburse Party B based on actual usage every 6 months. Party B should settle the reimbursement notice within 15 days, otherwise Party A reserves the right to suspend the water and electricity supply. Meanwhile, Party A reserves the right to deduct the outstanding reimbursement from the deposit.

Clause 5: Rights and Responsibilities (Party A)

1.	Party A, being a business incubator, reserves the right to supervise and understand the operating activities carried out by Party B. If Party A discovers Party B is carrying out activities which is illegal or will damage the benefit of the incubator and other entities within the incubator, Party A reserves the right to stop such activities and report to the respective government authorities.
2.	During the lease term, Party A reserves the right to reasonably leverage the outer wall and part of the leased office for the purpose of laying public tubes, lines and fire safety facilities.
3.	During the lease term, Party A guarantees the legal title of the leased office belongs to Party A and has the legal right to lease the leased office. If there are any disputes with a third party in regards to the title right of the leased office or right to lease of the leased office, Party A will be responsible to handle the disputes and undertakes all legal responsibilities. If there are any loss incurred to Party B, Party A will compensate Party B.
4.	Party A guarantees the leased office, during the lease term, is suitable for lease in accordance with the purpose of usage in this agreement.

Clause 6: Rights and Responsibilities (Party B)

1.	Party B has the reasonable right to use the leased office for the purpose of its business operation objective.
2.	Party B has the obligation to pay the rent, deposit, and related fee in accordance with this agreement
3.	Party B has the obligation to use the leased office, maintain with care of the leased office in accordance to its business operation objective
4.	Party B should reinstate to its original state and return (except normal wear or approved by Party A) the leased office to Party B within 15 days of the end of the lease.

5.

Party B has the obligation to provide Party A the respective business registration license, business registration number, tax filing number, annual financial report while enjoying the service provided by Party A’s incubator. Meanwhile, Party B should cooperate with Party A if there are government’s research seminar or interview to Party A. Party A will not be responsible if Party B fails to provide Party A the related documents resulting in Party B fails to enjoy the beneficial policies provided by Party A or the government. Meanwhile, Party A reserves the right to terminate this agreement and request Party B to quit the incubator as a result of such failure.

6.

Party B must comply with the respective environmental protection and fire safety regulations of the national, Beijing city, Changping district. If it is Party B’s failure to comply such regulations which results in penalized by the government authorities including not able to continue to operate in Party’s A business area, Party A shall not be responsible. Party A also reserves the right to put a stop on Party B’s activities which do not comply with the environmental protection or fire safely regulations. If Party B refuses to or is unable to rectify such activities, Party A reserves the right to terminate this agreement and ask Party B to move out from Party A’s business area without any liabilities.

Clause 7: Sub-lease

During the lease term, Party B is not authorized to sub-lease part or whole of the leased office without Party A’s approval.

Clause 8: Maintenance

1.	During the lease term, Party A is obligated to provide maintenance service of the tubes and lines to ensure Party B can properly use the leased office. Party A undertakes to cooperate with Party B should Party B requests a modification of the leased office which is not in its original state, or a modification as a result of Party’s B equipment and facility needs. However, Party A reserves the right to reimburse Party B the related expenses.
2.	Party B should use the leased office with due care and custodies properly. Party B shall compensate if there are any repairs conducted as a result of damage or loss
3.	During the lease term, if Party B needs to modify the office or add any equipment, Party B shall seek Party A’s written consent with the cost responsible by Party B. If the leased office and its facilities are damaged as a result of improper human mistakes, Party B should compensate and restore the leased office. Party A will not be responsible for any cost incurred by Party B for the renovation or new equipment added at the end of the lease.

Clause 9: Force majeure

If there are any force majeure events during the lease term which leads to the failure of executing this agreement, part or all the liabilities will be relieved based on the severity. Party should notify the counterparty within 7 days when such event arises, with supporting provided within a reasonable time to the counterparty.

Clause 10: Compensation

1.	Party B shall be responsible for all losses as a result of fire, explosion, any kind of damages on tubes & facilities, water leak, electric leak, gas leak incurred by Party B.
2.	Party B shall exercise due care on the facilities provided by the leased office during the lease term and shall compensate for the damage.

Clause 11: Breach of Agreement’s Responsibilities

If a Party complies to the clauses in this agreement, the Party can request the counterparty who breaches this agreement the following:

1.	Party B can terminate this agreement without any liabilities if Party A cannot provide the leased office for normal use in accordance with this agreement which results in Party B unable to use the leased office for its business operation for more than 30 days. Meanwhile, Party A should refund Party A the rent paid plus the loss recognized by Party B.
2.	Party B has to pay Party A the breaching penalty which is 0.2% of the annual rent or corresponding fees per day if Party B fails to pay the rent and corresponding fees in accordance with the agreement. If the payment is overdue for 30 days, Party A reserves the right to terminate this agreement and will not return the rent and deposit paid by Party B.

Clause 12: Termination

This agreement can be terminated if any one of the following conditions occurs:

1.	Either party provides a 60 days written notice in advance with the consent of the counterparty. A party will be deemed breaching this agreement if it fails to provide such termination request under the term of this clause, and the breaching party needs to compensate the counterparty with 2 months’ rent equivalent as breaching penalty
2.	Force majeure.
3.	Other conditions permitted by law.

Clause 13: Contract extension

Party B should inform Party A in written notice prior to the end of the contract term if Party B wishes to extends the lease. Party B has the right of first refusal under the same conditions. If Party B does not provide a written request within the above mentioned period, Party A has the right to lease the office to others.

Clause 14: Dispute

Parties should try its best effort to negotiate should there are any disputes during the agreement period. If no consensus is being made, parties can escalate to the People’s Court for arbitration.

Clause 15: Others

1.	Amendment to this agreement should be in written.
2.	This agreement has in total 4 copies, Party A & B has 2 copies respectively, which all has the equal legal enforceability.
3.	This agreement becomes effective when both Parties’ legal representative or its authorizer signs and stamps.
4.	Remittance Bank Detail

Beneficiary: Know-how Micro-Technical Incubator Limited

Bank: China Minsheng Bank Beijing Changping Branch

Account Number: 694297182

5.	The below schedules form part of this agreement:
(1)	Leasing Safety Agreement

This page remains blank for signatory

Party A: Know-how Micro-Technical Incubator Limited

Legal representative / authorizer	Date:2022.12.27
Party B: BioLingus (Beijing)
Legal representative / authorizer	Date:2022.12.27

Poly Building Office Room B2133 Lease Agreement

Parties in this Agreement

Landlord: Poly Building Limited

Legal Representative: Hou Qian

Address: No.14, Dongzhimen South St, Dongcheng District, Beijing

Contact Number: 01065001188

Email: xsggb@polyhotel.com

Fax Number: 01065010268

Tenant: BioLingus Beijing

Legal Representative: Ko Sai Ying

Address: Room 1068, Floor 10, Building 4, No.14, South St, Dongmen, Dongcheng District, Beijing

Phone Number: 01065084545

Email: stella.ye1019@163.com

Fax Number: 01065084084

It is agreed on April 2022 by both parties to execute this agreement.

1. Lease address and usuage

1.1.	Landlord will lease an office to tenant located at Room B2133, 2nd Basement Floor, Poly Building Office, No.14, Dongzhimen South St, Dongcheng District, Beijing. The office size is 22 sq metres.
1.2.	Tenant’s use purpose is commercial operation.

2. Duration

2.1. The duration of this agreement is 1 years, effective on April 13, 2022 until April 12, 2023.

3. Rent and other fees

3.1.	The monthly rental of B2133 is RMB1,742.86 (management fee included), plus VAT of RMB87.14, total RMB1,830. VAT rate may be adjusted in accordance with government policy.
3.2.	Tenant shall pay the rent and other fees monthly.
3.3.	Currency: Tenant should settle the rent, deposit and other fees in RMB
3.4.	Payment schedule:

3.4.1. First month rent, utilities, and other fees should be prepaid 7 days before the effective date of this agreement, i.e. April 5, 2022.

3.4.2. Thereon, on the 25^th day of each month, tenant shall settle the rent of next month, utilities and sundries expenses including telephone fee incurred in the previous month. In the first month, the telephone fee shall be calculated as one full calendar month. The total amount of fees should be determined by the landlord’s payment notice.

4. Deposit (Bond)

4.1.	Within 3 days after signing this agreement, tenant should make a bond deposit to landlord which is equivalent to 3 months’ rental, total RMB5,490, to guarantee tenant commits and comply to all the clauses in this agreement. In the event the tenant fails to comply with this agreement after signing, and refuses to accept the landlord’s proposed start date of the rental office, landlord reserves the right to terminate this agreement, and the deposit will be fully transferred to landlord as breaching fee. Landlord is not obligated to return the deposit.
4.2.	In the event the tenant violates any clauses in this agreement, or makes any misleading claims, landlord reserves the right to deduct part or all the deposit (including but not limited to late payment fee of rental fee). Within 7 days after the deduction from the deposit, at the request of landlord, tenant is required to deposit the deficit amount to fulfill the total deposit amount as stated in 4.1. Landlord reserves the right to terminate this agreement if tenant refuses to deposit the deficit amount.
4.3.	During the lease term, if tenant terminates the lease, or declares bankrupt, or has any other reasons resulting in failing to complete the entire lease term, landlord reserves the right to withhold all the deposit to pay the remaining rent. In the event the deposit cannot cover the total loss of landlord, tenant is liable for the remaining loss.
4.4.	There is no interest on the deposit during the time held by landlord.
4.5.	Upon the end of the lease term, if tenant has fully fulfilled all clauses in this agreement, in addition that the tenant has its registered address changed from the leased office address, landlord shall return the deposit to tenant. The currency returning to the tenant will be the same currency the tenant deposited.
4.6.	Tenant should complete the registered address change within 30 days after the lease term ends. Landlord reserves the right to withhold the deposit if tenant fails to complete the change until the change is completed. If tenant has no other clause violation, landlord should return the deposit.

5. Other Fees

5.1.	Tenant can contact security department after moving in for carpark usage. The carpark fee shall follow the security department’s provision.
5.2.	If tenant needs to apply a landline from landlord’s property management department, tenant needs to pay a one-off installation fee and landline rental fee. The fee of each main line is RMB800 and each party-line is RMB400. Tenant is required to apply from landlord if tenant wishes to install a fax line and pay a one-off installation fee of RMB800. Tenant is not allowed to install a fax line him/herself without approval.
5.3.	Tenant should pay the landlord in total RMB300 for the local call landline fee and maintenance before 25th day each month. If the actual local call fee exceeds RMB400 in that month, tenant should bear the exceeded portion.
5.4.	If tenant requires the monthly telephone billing statement, tenant needs to pay landlord an additional 5% of the actual call fee.

5.5.

If tenant installs landline directly from telco, tenant needs to pay landlord the line rental of RMB85 per line per month.

5.6.

Tenant is deemed breaching this agreement if tenant refuses to pay landlord the monthly international call invoice for whatever reasons. Landlord reserves the right to suspend tenant’s landline until tenant settles all outstanding telephone fees. If tenant has queries in relation to landlord’s billing amount (i.e. the billing amount from the telco), tenant should settle the international call fee first and pay the enquiry fee. Landlord will assist tenant to request the monthly telephone billing statement from telco.

6. Lease Extension

6.1.

Tenant should provide a 3-month written notice before end of the lease if tenant wishes to extend the lease and parties should negotiate until reaching consensus. If tenant has not provided a written lease extension request 3 months prior to the end of the lease or if consensus is not reached after negotiation, landlord reserves the right to identify new tenants 3 months before the end of the lease. This agreement expires automatically at the end of the lease, no notice needs to be made.

6.2.

If tenant fails to move out on the day of the end of the lease, landlord can charge tenant an overdue rent, 150% of the original daily rent multiply by the total number of days of delay. If tenant fails to move out more than 7 days after the end of the lease, it is deemed tenants voluntarily give up the title right of all properties remain in the leased office, and the title right of such properties will become the landlord. Landlord reserves the right to lock the entrance of the leased office, clear the leased office immediately, arrange the leased office to be available to lease, and identify new tenant. Tenant should bear the loss him/herself as a result of this arrangement, which tenant should also compensate landlord’s loss as a result of such failure.

7. Rights & Responsibilities

7.1.	Upon the execution of this agreement, whereas tenant has made all the deposit, first time rent and all related expenses, landlord is deemed breaching this agreement if landlord cannot provide the leased office in accordance with the commencement date of the lease. Tenant reserves the right to ask the landlord to return the rent paid for the days delay until the termination of this agreement.
7.2.	During the lease term of this agreement, landlord should provide an one month notice to the tenant if landlord wishes to early terminate this agreement as a result of landlord’s business plan change. Landlord should bear the cost of removal delivery to the tenant’s new office in Beijing. Other than the removal delivery cost, landlord is not responsible for anything else.
7.3.	During the lease term of this agreement, unless agreed by tenant, landlord is deemed breaching this agreement if landlord increases the rent. Tenant reserves the right not to pay the exceeded portion.
7.4.	Landlord is deemed breaching this agreement if landlord fails to provide air-conditioning, heat and lightning during regular office hours in accordance with the clauses in this agreement. Tenant reserves to right to request landlord to rectify such failure within 5 days after the request is made.
7.5.	Tenant should obliged to all the current rules and regulations and rules to be implemented in the future of both landlord and corresponding government authorities in relation to the office building, including but not limited to the use of electric appliances, fire safety, safety regulations, keys management, visitors’ registration, renovation, repair and maintenance.
7.6.	Tenant should not assign, sub-lease or share part or the entire leased office and should not change the purpose of usage, otherwise landlord reserves the right to unilaterally terminate this agreement.

7.7.	Tenant should not conduct any renovation or modification unless tenant obtains written consent from landlord. Tenant should not mark, paint or drill hole in the leased office or the building, and should not exhibit any words, logo, advertisement, install any shelter or objects or drill holes inside and outside the leased office and the building. Tenant should not connect nor cut the electric circuit and should not place any canvas directly on the floor of the leased office. Except any movable equipment or facilities owned by tenant, the title of all other renovation and modification in the leased office belong to landlord on the first date of such renovation and modification. Tenant hereby surrenders the title right of the renovation and modification at the end of the lease, and does not have the right to seek any compensation from landlord.
7.8.	At the end of the lease, tenant shall return the leased office in “as-is” condition and maintain in proper condition (except normal wear and tear or any addition approved by landlord). If any renovation or modification was made in the leased office by tenant, landlord reserves the right to request tenant to reinstate the leased office based on the actual condition of the renovation or modification at the end of the lease. Tenant should bear the reinstatement cost. In the event tenant fails to comply the reinstatement request made by landlord after the end of the lease, landlord reserves the right to withhold the deposit, until such reinstatement is completed, or landlord can deduct the cost incurred from such reinstatement from the deposit.
7.9.	Tenant shall allow landlord to install, use and maintain the tubes and wires inside the leased office. Tenant shall also allow landlord or his/her agent to enter the leased office to check the condition, install, repair, modify, enhance if deemed necessary of the tubes and wires after landlord has notified tenant (no notification is required in case of emergency). Within 3 months before end of the lease, if landlord has notified tenant, landlord can bring potential tenants to visit the leased office onsite.
7.10.	Tenant should be responsible for all kinds of insurance for its own property. In the event tenant requests landlord to apply insurance on its behalf, landlord should assist tenant to apply for the insurance from insurance company.
7.11.	Tenant can display publication or advertisement within the leased office area after the approval by landlord. All publication and advertisement cannot promote office or hotel which are similar to the landlord’s core business.
7.12.	During the lease term, if landlord suffers reputation damage or actual loss as a result of tenant’s operation, landlord reserves the right to seek compensation from tenant on the loss.

8. Provision

8.1.

In the event tenant breaches this agreement while landlord continues to accept the rent paid by tenant, it is not deemed as landlord surrender his/her right to litigate tenant. Any surrender of rights in accordance with this agreement made by landlord shall only be deemed effective in written notice. In the event landlord accepts any rent or other fees payment which is less than the actual amount, it shall not deem as landlord accepts a reduced rent or fee, meanwhile such acceptance shall not retard landlord to collect remaining amount from tenant and the rights to proceed any legal action in accordance with this agreement, unless mutually agreed by both parties.

8.2.

When the landlord decides sell the leased office, tenant waives the right of first refusal.

9. Breach of this Agreement and Compensation

9.1. Tenant shall compensate landlord at full cost for any damage of the equipment and facilities provided by landlord to tenant. Tenant shall also compensate all related indirect cost.

9.2.	Tenant is deemed breaching this agreement if tenant fails to pay the rent, deposit and other fee on time in accordance with this agreement and any other agreed supplemental clauses. Landlord reserves the right to charge late payment penalty during the overdue period. If the overdue period is less than 7 days, 1% late payment penalty per day is applied on the overdue amount; If the overdue is more than 7 days but less than 10 days, an additional 2% late payment penalty per day is applied on the overdue amount; If the overdue is more than 10 days, landlord reserves the right to seize the leased office and all properties remain in the leased office within 24 hours. If tenant fails to pay 2 days after the seizure, it is deemed as tenant voluntarily surrender all his/her rights in this agreement and the title right of all the properties remain in the leased office, which landlord reserves the right to terminate this agreement, clear the leased office, dispose all properties remain in the leased office, enter a new lease with others, and seek compensation from tenant. Tenant is responsible for his/her loss as a result of this clause.
9.3.	Tenant’s business activities should comply with the law of People Republic of China. Tenant’s business scope should fall under the business scope of his/her business registration. Tenant is deemed breaching this agreement if tenant violates the above or being penalised by the respective commercial bureau or police, landlord reserves the right to unilaterally terminate this agreement and seek compensation for the reputation damage and financial loss of Poly Building.
9.4.	Landlord is not responsible for tenant’s violation of law and regulation and his/her corresponding penalty. Landlord reserves the right to seek compensation for his/her reputation damage and financial loss as a result of tenant’s law violation.
9.5.	Other the above, if tenant breaches the responsibilities in this agreement or any other agreed supplemental clause or provide any false or misleading claim in this agreement, tenant is deemed breaching this agreement. Landlord reserves the right to request tenant to provide remediation to rectify the breach in order to continue this agreement. If tenant fails to provide effective remediation within 3 days after tenant’s written request, tenant shall use all its deposit as the payment for breaching fee. In the event the breaching fee cannot cover landlord’s loss, tenant should be responsible for the remaining amount. Such loss includes but not limited to direct loss, indirect loss, legal fee, litigation / arbitration fee. Landlord reserves the right to unilaterally terminate this agreement under this condition, where such unilaterally termination does not affect the obligation of tenant to pay the remaining amount of the breaching fee as mentioned above.

9.6. In the event landlord cannot continue its operation as a result of force majeure or government action, this agreement is terminated automatically.

10. Damage

10.1.	Landlord is not responsible for any loss if tenant requests and assigns landlord to get custodied / keep its property which the property is lost or damaged, whereas the loss or damage is not incurred by landlord. Tenant shall be liable for compensation for personal injury or property loss caused by tenant, staff or personnel related to tenant, to other tenants or personnel of the building, as well as for personal injury or property loss as a result of renovation or modification work. Tenant is also responsible for his/her staff’s intentional infringement. Damages caused by any hidden defects in the leased office shall be dealt with in accordance with respective law and regulations.
10.2.	In the event there are fire or other accidents in the building or the leased office, or there are any damages to the facility and equipment provided in the leased office, tenant should notify landlord immediately, and has the responsibility to prevent such damage and loss being increased further.
10.3.	Tenant undertakes the safety and compensation responsibility for the damage incurred and the subsequent consequence of such damage in the leased office.

11. Landlord’s authorised representative

11.1. Landlord authorises its office department as its authorised representative and the office department shall be responsible on daily management and service.

12. Notice

12.1. All notices should be in written. Any invoice, receipt, declaration or notification if delivered by registered post, express post to the leased office (the corresponding address below) or to tenant’s business registration’s address, or by email to the address below, or by hand, is deemed to be delivered. Invoices, debit or credit notes, receipts between parties can be delivered to the respective finance department or designated finance personnel. Delivery is deemed to be delivered if the delivery is made to the contact below:

Landlord

Contact Address: Poly Building, No.14, Dongzhimen South St, Dongcheng District, Beijing, China

Contact Number: 01065001188 – 5681

Email: xsggb@polyhotel.com

Tenant

Contact Address: Room 1068, Floor 10, Building 4, No.14, South St, Dongmen, Dongcheng District, Beijing

Contact Number: 01065084545

Email: stella.ye1019@163.com

Attention: Ms Ye Hung

13. Effective of this Agreement and Others

13.1.	All appendix in this agreement forms part of the entire agreement, including but not limited to tenant’s business registration and photocopies, valid proof of identity (Identity card) of office personnel’s photocopy.
13.2.	Any amendments of this agreement shall be effective only with mutual consent in writing.
13.3.	This agreement consists of 2 copies, with each copy maintained by each party. Both copies have the same legal enforceability.
13.4.	This agreement becomes effective on the date upon the stamp and signatory of legal representative of both parties.

14. Landlord’s RMB bank account:

Company Name: Poly Building Limited

Address: No.14, Dongzhimen South St, Dongcheng District, Beijing

Bank: China Citic Bank Beijing Branch

Account Number: 7110310182400010853

Bank Code: 302100011106

15. Supplemental Clauses

15.1.	This agreement is governed by the law of People Republic of China.
15.2.	Any disputes of this agreement shall be submitted to the People’s Court of Dongcheng District, Beijing.
15.3.	If the leased office is being ordered to clear, empty, repossess or terminate the agreement by the respective government authority, this agreement shall be terminated immediately and parties are not liable for the breach of this agreement.

Upon the end of the lease, tenant should move out from and return the leased office to landlord on the date requested by landlord. Tenant shall be responsible to clear the leased office. If tenant fails to empty and return the leased office on time, tenant shall pay 150% of the prorated daily rent per day as penalty. If tenant fails to return the leased office 7 days after the requested date, it is deemed tenant surrenders the title right of all properties remain in the leased office and the title right will be owned by landlord. Landlord reserves the right to clear and empty the leased office, and all related loss shall be bear by tenant.

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Landlord: Poly Building Limited	Tenant: BioLingus Beijing
Address: No.14, Dongzhimen South St, Dongcheng District, Beijing	Address: Room 1068, Floor 10, Building 4, No.14, South St, Dongmen, Dongcheng District, Beijing Phone Number: 01065084545

Termination Agreement

Landlord: Poly Building Limited (Party A)

Tenant: BioLingus Beijing (Party B)

Party B rented B2020, Basement 2, Poly Building as its office with area of 20 square metres. After mutually agreed, the lease agreement of B2020 (“original agreement”) is now early terminated, and the deposit of the original agreement shall be transferred as agreed as follow:

1.	Party A and Party B entered into a lease agreement of B2020 in November 2021 with end of the lease on July 12, 2022. Both parties agree that Party B will move out from B2020 and return to Party A on or before April 12, 2022 and the original contract will be terminated. Last day of rental is April 12, 2022.
2.	The deposit of RMB5,490 made by Party B for B2020 shall be transferred as the deposit of B2133 made by Party B. The deposit of B2020 is therefore will not be returned to Party B.
3.	Party B shall not delay the process of moving out, otherwise Party A reserves the right to seek compensation as stated in the original agreement. Party B should complete the change of registered address within 30 days after this agreement is executed. Party A reserves the right to seek compensation if Party B fails to do so.
4.	Rights and responsibilities of both parties end upon Party B fulfilling all moving out procedures requested by Party A as agreed in this agreement. There shall be no further disputes between Parties thereon.
5.	This agreement becomes an appendix and part of the B2020 lease agreement and have the same legal enforceability as original agreement. This agreement consists of two copies, with each copy maintained by each party. Both copy has the same legal enforceability. This agreement becomes effective on the date of signatory and stamp by both parties.

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Party A: Poly Building Limited Date 2022.04.11 Party B: BioLingus Beijing Date:

Poly Building Office Room 868 Lease Agreement

Parties in this Agreement

Landlord: Poly Building Limited

Legal Representative: Hou Qian

Address: No.14, Dongzhimen South St, Dongcheng District, Beijing

Contact Number: 01065001188

Email: xsggb@polyhotel.com

Fax Number: 01065010268

Tenant: BioLingus Beijing

Legal Representative: Ko Sai Ying

Address: Room 1068, Floor 10, Building 4, No.14, South St, Dongmen, Dongcheng District, Beijing

Phone Number: 01065084545

Email: stella.ye1019@163.com

Fax Number: 01065084084

It is agreed on March 2022 by both parties to execute this agreement.

1. Lease address and usuage

1.1.	Landlord will lease an office to tenant located at 868, 8th floor, Poly Building, No. 14, Dongzhimen South St., Dongcheng District, Beijing. The office size is 32.9 sq metres
1.2.	Tenant’s use purpose is commercial operation.

2. Duration

2.1. The duration of this agreement is 2 years, effective on April 13, 2022 until April 12, 2024.

3. Rent and other fees

3.1.	The monthly rent of Room 868 is RMB12,390.47 (management fee included), plus VAT of RMB619.52 (VAT tax rate 5%), total RMB13,010.00 between April 13, 2022 to April 12, 2023. Between April 13, 2023 to April 12, 2024, the monthly rent is RMB12,423.81 (management fee included), plus VAT of RMB612.19 (VAT tax rate 5%), total RMB 13,045.00. VAT rate may be adjusted in accordance with government policy.
3.2.	Utilities (including water, electricity, air-conditioning, etc) will be charged RMB24 per sq metre per month, total RMB744.91, plus VAT RMB44.69 (VAT tax rate 6%), total RMB789.6. VAT rate may be adjusted in accordance with government policy.
3.3.	Tenant shall pay the rent, utilities and other fees monthly.
3.4.	Currency: Tenant should settle the rent, deposit and other fees in RMB
3.5.	Payment schedule:

3.5.1. First month rent, utilities, and other fees should be prepaid 7 days before the effective date of this agreement, i.e. April 5, 2022.

3.5.2. Thereon, on the 25^th day of each month, tenant shall settle the rent of next month, utilities and sundries expenses including telephone fee incurred in the previous month. In the first month, the telephone fee shall be calculated as one full calendar month. The total amount of fees should be determined by the landlord’s payment notice.

4. Deposit (Bond)

4.1.	Within 3 days after signing this agreement, tenant should make a bond deposit to landlord which is equivalent to 3 months’ rental, total RMB39,135.00, to guarantee tenant commits and comply to all the clauses in this agreement. In the event the tenant fails to comply with this agreement after signing, and refuses to accept the landlord’s proposed start date of the rental office, landlord reserves the right to terminate this agreement, and the deposit will be fully transferred to landlord as breaching fee. Landlord is not obligated to return the deposit.
4.2.	In the event the tenant violates any clauses in this agreement, or makes any misleading claims, landlord reserves the right to deduct part or all the deposit (including but not limited to late payment fee of rental fee). Within 7 days after the deduction from the deposit, at the request of landlord, tenant is required to deposit the deficit amount to fulfill the total deposit amount as stated in 4.1. Landlord reserves the right to terminate this agreement if tenant refuses to deposit the deficit amount .
4.3.	During the lease term, if tenant terminates the lease, or declares bankrupt, or has any other reasons resulting in failing to complete the entire lease term, landlord reserves the right to withhold all the deposit to pay the remaining rent. In the event the deposit cannot cover the total loss of landlord, tenant is liable for the remaining loss.
4.4.	There is no interest on the deposit during the time held by landlord.
4.5.	Upon the end of the lease term, if tenant has fully fulfilled all clauses in this agreement, in addition that the tenant has its registered address changed from the leased office address, landlord shall return the deposit to tenant. The currency returning to the tenant will be the same currency the tenant deposited.
4.6.	Tenant should complete the registered address change within 30 days after the lease term ends. Landlord reserves the right to withhold the deposit if tenant fails to complete the change until the change is completed. If tenant has no other clause violation, landlord should return the deposit.

5. Other Fees

5.1.

Tenant can contact security department after moving in for carpark usage. The carpark fee shall follow the security department’s provision.

5.2.

If tenant needs to apply a landline from landlord’s property management department, tenant needs to pay a one-off installation fee and landline rental fee. The fee of each main line is RMB800 and each party-line is RMB400. Tenant is required to apply from landlord if tenant wishes to install a fax line and pay a one-off installation fee of RMB800. Tenant is not allowed to install a fax line him/herself without approval.

5.3.	Tenant should pay the landlord in total RMB300 for the local call landline fee and maintenance before the 25th day of each month. If the actual local call fee exceeds RMB400 in that month, tenant should bear the exceeded portion.
5.4.	If tenant requires the monthly telephone billing statement, tenant needs to pay landlord an additional 5% of the actual call fee.
5.5.	If tenant installs landline directly from telco, tenant needs to pay landlord the line rental of RMB85 per line per month.
5.6.	Tenant is deemed breaching this agreement if tenant refuses to pay landlord the monthly international call invoice for whatever reasons. Landlord reserves the right to suspend tenant’s landline until tenant settles all outstanding telephone fees. If tenant has queries in relation to landlord’s billing amount (i.e. the billing amount from the telco), tenant should settle the international call fee first and pay the enquiry fee. Landlord will assist tenant to request the monthly telephone billing statement from telco.

6. Lease Extension

6.1.

Tenant should provide a 3-month written notice before end of the lease if tenant wishes to extend the lease and parties should negotiate until reaching consensus. If tenant has not provided a written lease extension request 3 months prior to the end of the lease or if consensus is not reached after negotiation, landlord reserves the right to identify new tenants 3 months before the end of the lease. This agreement expires automatically at the end of the lease, no notice needs to be made.

6.2.

If tenant fails to move out on the day of the end of the lease, landlord can charge tenant an overdue rent, 150% of the original daily rent multiply by the total number of days of delay. If tenant fails to move out more than 7 days after the end of the lease, it is deemed tenants voluntarily give up the title right of all properties remain in the leased office, and the title right of such properties will become the landlord. Landlord reserves the right to lock the entrance of the leased office, clear the leased office immediately, arrange the leased office to be available to lease, and identify new tenant. Tenant should bear the loss him/herself as a result of this arrangement, which tenant should also compensate landlord’s loss as a result of such failure.

7. Rights & Responsibilities

7.1.	Upon the execution of this agreement, whereas tenant has made all the deposit, first time rent and all related expenses, landlord is deemed breaching this agreement if landlord cannot provide the leased office in accordance with the commencement date of the lease. Tenant reserves the right to ask the landlord to return the rent paid for the days delay until the termination of this agreement.
7.2.	During the lease term of this agreement, landlord should provide a one month notice to the tenant if landlord wishes to early terminate this agreement as a result of landlord’s business plan change. Landlord should bear the cost of removal delivery to the tenant’s new office in Beijing. Other than the removal delivery cost, landlord is not responsible for anything else.

7.3.	During the lease term of this agreement, unless agreed by tenant, landlord is deemed breaching this agreement if landlord increases the rent. Tenant reserves the right not to pay the exceeded portion.
7.4.	Landlord is deemed breaching this agreement if landlord fails to provide air-conditioning, heat and lightning during regular office hours in accordance with the clauses in this agreement. Tenant reserves to right to request landlord to rectify such failure within 5 days after the request is made.
7.5.	Tenant should oblige to all the current rules and regulations and rules to be implemented in the future of both landlord and corresponding government authorities in relation to the office building, including but not limited to the use of electric appliances, fire safety, safety regulations, keys management, visitors’ registration, renovation, repair and maintenance.
7.6.	Tenant should not assign, sub-lease or share part or the entire leased office and should not change the purpose of usage; otherwise landlord reserves the right to unilaterally terminate this agreement.
7.7.	Tenant should not conduct any renovation or modification unless tenant obtains written consent from landlord. Tenant should not mark, paint or drill hole in the leased office or the building, and should not exhibit any words, logo, advertisement, install any shelter or objects or drill holes inside and outside the leased office and the building. Tenant should not connect nor cut the electric circuit and should not place any canvas directly on the floor of the leased office. Except any movable equipment or facilities owned by tenant, the title of all other renovation and modification in the leased office belong to landlord on the first date of such renovation and modification. Tenant hereby surrenders the title right of the renovation and modification at the end of the lease, and does not have the right to seek any compensation from landlord.
7.8.	At the end of the lease, tenant shall return the leased office in “as-is” condition and maintain in proper condition (except normal wear and tear or any landlord approved attachments). If any renovation or modification was made in the leased office by tenant, landlord reserves the right to request tenant to reinstate the leased office based on the actual condition of the renovation or modification at the end of the lease. Tenant should bear the reinstatement cost. In the event tenant fails to comply the reinstatement request made by landlord after the end of the lease, landlord reserves the right to withhold the deposit, until such reinstatement is completed, or landlord can deduct the cost incurred from such reinstatement from the deposit.
7.9.	Tenant shall allow landlord to install, use and maintain the tubes and wires inside the leased office. Tenant shall also allow landlord or his/her agent to enter the leased office to check the condition, install, repair, modify, enhance if deemed necessary of the tubes and wires after landlord has notified tenant (no notification is required in case of emergency). Within 3 months before end of the lease, if landlord has notified tenant, landlord can bring potential tenants to visit the leased office onsite.
7.10.	Tenant should be responsible for all kinds of insurance for its own property. In the event tenant requests landlord to apply insurance on its behalf, landlord should assist tenant to apply for insurance from insurance company.

7.11.	Tenant can display publication or advertisement within the leased office area after the approval by landlord. All publication and advertisement cannot promote office or hotel which are similar to the landlord’s core business.
7.12.	During the lease term, if landlord suffers reputation damage or actual loss as a result of tenant’s operation, landlord reserves the right to seek compensation from tenant on the loss.

8. Provision

8.1.

In the event tenant breaches this agreement while landlord continues to accept the rent paid by tenant, it is not deemed as landlord surrender his/her right to litigate tenant. Any surrender of rights in accordance with this agreement made by landlord shall only be deemed effective in written notice. In the event landlord accepts any rent or other fees payment which is less than the actual amount, it shall not deem as landlord accepts a reduced rent or fee, meanwhile such acceptance shall not retard landlord to collect remaining amount from tenant and the rights to proceed any legal action in accordance with this agreement, unless mutually agreed by both parties.

8.2.

When the landlord decides sell the leased office, tenant waives the right of first refusal.

9. Breach of this Agreement and Compensation

9.1.	Tenant shall compensate landlord at full cost for any damage of the equipment and facilities provided by landlord to tenant. Tenant shall also compensate all related indirect cost.
9.2.	Tenant is deemed breaching this agreement if tenant fails to pay the rent, deposit and other fee on time in accordance with this agreement and any other agreed supplemental clauses. Landlord reserves the right to charge late payment penalty during the overdue period. If the overdue period is less than 7 days, 1% late payment penalty per day is applied on the overdue amount; If the overdue is more than 7 days but less than 10 days, an additional 2% late payment penalty per day is applied on the overdue amount; If the overdue is more than 10 days, landlord reserves the right to seize the leased office and all properties remain in the leased office within 24 hours. If tenant fails to pay 2 days after the seizure, it is deemed as tenant voluntarily surrender all his/her rights in this agreement and the title right of all the properties remain in the leased office, which landlord reserves the right to terminate this agreement, clear the leased office, dispose all properties remain in the leased office, enter a new lease with others, and seek compensation from tenant. Tenant is responsible for his/her loss as a result of this clause.
9.3.	Tenant’s business activities should comply with the law of People Republic of China. Tenant’s business scope should fall under the business scope of his/her business registration. Tenant is deemed breaching this agreement if tenant violates the above or being penalised by the respective commercial bureau or police, landlord reserves the right to unilaterally terminate this agreement and seek compensation for the reputation damage and financial loss of Poly Building.
9.4.	Landlord is not responsible for tenant’s violation of law and regulation and his/her corresponding penalty. Landlord reserves the right to seek compensation for his/her reputation damage and financial loss as a result of tenant’s law violation.

9.5.

Other the above, if tenant breaches the responsibilities in this agreement or any other agreed supplemental clause or provide any false or misleading claim in this agreement, tenant is deemed breaching this agreement. Landlord reserves the right to request tenant to provide remediation to rectify the breach in order to continue this agreement. If tenant fails to provide effective remediation within 3 days after tenant’s written request, tenant shall use all its deposit as the payment for breaching fee. In the event the breaching fee cannot cover landlord’s loss, tenant should be responsible for the remaining amount. Such loss includes but not limited to direct loss, indirect loss, legal fee, litigation / arbitration fee. Landlord reserves the right to unilaterally terminate this agreement under this condition, where such unilaterally termination does not affect the obligation of tenant to pay the remaining amount of the breaching fee as mentioned above.

9.6.

In the event landlord cannot continue its operation as a result of force majeure or government action, this agreement is terminated automatically.

10. Damage

10.1.	Landlord is not responsible for any loss if tenant requests and assigns landlord to get custodied / keep its property which the property is lost or damaged, whereas the loss or damage is not incurred by landlord. Tenant shall be liable for compensation for personal injury or property loss caused by tenant, staff or personnel related to tenant, to other tenants or personnel of the building, as well as for personal injury or property loss as a result of renovation or modification work. Tenant is also responsible for his/her staff’s intentional infringement. Damages caused by any hidden defects in the leased office shall be dealt with in accordance with respective law and regulations.
10.2.	In the event there are fire or other accidents in the building or the leased office, or there are any damages to the facility and equipment provided in the leased office, tenant should notify landlord immediately, and has the responsibility to prevent such damage and loss being increased further.
10.3.	Tenant undertakes the safety and compensation responsibility for the damage incurred and the subsequent consequence of such damage in the leased office.

11. Landlord’s authorised representative

11.1. Landlord authorises its office department as its authorised representative and the office department shall be responsible on daily management and service.

12. Notice

12.1. All notices should be in written. Any invoice, receipt, declaration or notification if delivered by registered post, express post to the leased office (the corresponding address below) or to tenant’s business registration’s address, or by email to the address below, or by hand, is deemed to be delivered. Invoices, debit or credit notes, receipts between parties can be delivered to the respective finance department or designated finance personnel. Delivery is deemed to be delivered if the delivery is made to the contact below:

Landlord

Contact Address: Poly Building, No.14, Dongzhimen South St, Dongcheng District,

Beijing, China

Contact Number: 01065001188 – 5681

Email: xsggb@polyhotel.com

Tenant

Contact Address: Room 1068, Floor 10, Building 4, No.14, South St, Dongmen, Dongcheng

District, Beijing

Contact Number: 01065084545

Email: stella.ye1019@163.com

Attention: Ms Ye Hung

13. Effective of this Agreement and Others

13.1.	All appendix in this agreement forms part of the entire agreement, including but not limited to tenant’s business registration and photocopies, valid proof of identity (Identity card) of office personnel’s photocopy.
13.2.	Any amendments of this agreement shall be effective only with mutual consent in writing.
13.3.	This agreement consists of 2 copies, with each copy maintained by each party. Both copies have the same legal enforceability.
13.4.	This agreement becomes effective on the date upon the stamp and signatory of legal representative of both parties.

14.	Landlord’s RMB bank account:
	Company Name: Poly Building Limited
	Address: No.14, Dongzhimen South St, Dongcheng District, Beijing
	Bank: China Citic Bank Beijing Branch
	Account Number: 7110310182400010853
	Bank Code: 302100011106

15. Supplemental Clauses

15.1.	This agreement is governed by the law of People Republic of China.
15.2.	Any disputes of this agreement shall be submitted to the People’s Court of Dongcheng District, Beijing.

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Landlord: Poly Building Limited	Tenant: BioLingus Beijing
Address: No.14, Dongzhimen South St, Dongcheng District, Beijing	Address: Room 1068, Floor 10, Building 4, No.14, South St, Dongmen, Dongcheng District, Beijing Phone Number: 01065084545

Poly Building Office Room1068/1070/1072 Lease Agreement

Parties in this Agreement

Landlord: Poly Building Limited

Legal Representative: Zhu Weirong

Address: No.14, Dongzhimen South St, Dongcheng District, Beijing

Contact Number: 01065001188

Email: xsggb@polyhotel.com

Fax Number: 01065010268

Tenant: BioLingus Beijing

Legal Representative: Ko Sai Ying

Address: Room 1068, Floor 10, Building 4, No.14, South St, Dongmen, Dongcheng District, Beijing

Phone Number: 01065084545

Email: stella.ye1019@163.com

Fax Number: 01065084084

It is agreed on October 2020 by both parties to execute this agreement.

1. Lease address and usage

1.1.	Landlord will lease an office to tenant located at room 1068/1070/1072, 10th floor, Poly Building, No. 14, Dongzhimen South St., Dongcheng District, Beijing. The office size is 131 sq metres
1.2.	Tenant’s use purpose is commercial operation.

2. Duration

2.1. The agreement is effective from December 26, 2020 until December 25, 2022.

3. Rent and other fees

3.1.	The monthly rent of Room 1068/1070/1072, is RMB49333.33 (management fee included), plus VAT of RMB2466.67 (VAT tax rate 5%), total RMB51800.00. VAT rate may be adjusted in accordance with government policy.
3.2.	Utilities (including water, electricity, air-conditioning, etc) will be charged RMB24 per sq metre per month, total RMB2966.04, plus VAT RMB177.96 (VAT tax rate 6%), total RMB3144.00. VAT rate may be adjusted in accordance with government policy.
3.3.	Tenant shall pay the rent, utilities and other fees monthly.
3.4.	Currency: Tenant should settle the rent, deposit and other fees in RMB
3.5.	Payment schedule:

3.5.1. First month rent, utilities, and other fees should be prepaid 7 days before the effective date of this agreement, i.e. December 18, 2020.

3.5.2. Thereon, on the 25^th day of each month, tenant shall settle the rent of next month, utilities and sundries expenses including telephone fee incurred in the previous month. In the first month, the telephone fee shall be calculated as one full calendar month. The total amount of fees should be determined by the landlord’s payment notice.

4. Deposit (Bond)

4.1.	Within 3 days after signing this agreement, tenant should make a bond deposit to landlord which is equivalent to 3 months’ rental, total RMB155826.00, to guarantee tenant commits and comply to all the clauses in this agreement. In the event the tenant fails to comply with this agreement after signing, and refuses to accept the landlord’s proposed start date of the rental office, landlord reserves the right to terminate this agreement, and the deposit will be fully transferred to landlord as breaching fee. Landlord is not obligated to return the deposit.
4.2.	In the event the tenant violates any clauses in this agreement, or makes any misleading claims, landlord reserves the right to deduct part or all the deposit (including but not limited to late payment fee of rental fee). Within 7 days after the deduction from the deposit, at the request of landlord, tenant is required to deposit the deficit amount to fulfill the total deposit amount as stated in 4.1. Landlord reserves the right to terminate this agreement if tenant refuses to deposit the deficit amount .
4.3.	During the lease term, if tenant terminates the lease, or declares bankrupt, or has any other reasons resulting in failing to complete the entire lease term, landlord reserves the right to withhold all the deposit to pay the remaining rent. In the event the deposit cannot cover the total loss of landlord, tenant is liable for the remaining loss.
4.4.	There is no interest on the deposit during the time held by landlord.
4.5.	Upon the end of the lease term, if tenant has fully fulfilled all clauses in this agreement, in addition that the tenant has its registered address changed from the leased office address, landlord shall return the deposit to tenant. The currency returning to the tenant will be the same currency the tenant deposited.
4.6.	Tenant should complete the registered address change within 30 days after the lease term ends. Landlord reserves the right to withhold the deposit if tenant fails to complete the change until the change is completed. If tenant has no other clause violation, landlord should return the deposit.

5. Other Fees

5.1.

Tenant can contact security department after moving in for carpark usage. The carpark fee shall follow the security department’s provision.

5.2.

If tenant needs to apply a landline from landlord’s property management department, tenant needs to pay a one-off installation fee and landline rental fee. The fee of each main line is RMB800 and each party-line is RMB400. Tenant is required to apply from landlord if tenant wishes to install a fax line and pay a one-off installation fee of RMB800. Tenant is not allowed to install a fax line him/herself without approval.

5.3.	Tenant should pay the landlord in total RMB300 for the local call landline fee and maintenance before the 25th day of each month. If the actual local call fee exceeds RMB400 in that month, tenant should bear the exceeded portion.
5.4.	If tenant requires the monthly telephone billing statement, tenant needs to pay landlord an additional 5% of the actual call fee.
5.5.	If tenant installs landline directly from telco, tenant needs to pay landlord the line rental of RMB85 per line per month.
5.6.	Tenant is deemed breaching this agreement if tenant refuses to pay landlord the monthly international call invoice for whatever reasons. Landlord reserves the right to suspend tenant’s landline until tenant settles all outstanding telephone fees. If tenant has queries in relation to landlord’s billing amount (i.e. the billing amount from the telco), tenant should settle the international call fee first and pay the enquiry fee. Landlord will assist tenant to request the monthly telephone billing statement from telco.

6. Lease Extension

6.1.

Tenant should provide a 3-month written notice before end of the lease if tenant wishes to extend the lease and parties should negotiate until reaching consensus. If tenant has not provided a written lease extension request 3 months prior to the end of the lease or if consensus is not reached after negotiation, landlord reserves the right to identify new tenants 3 months before the end of the lease. This agreement expires automatically at the end of the lease, no notice needs to be made.

6.2.

If tenant fails to move out on the day of the end of the lease, landlord can charge tenant an overdue rent, 150% of the original daily rent multiply by the total number of days of delay. If tenant fails to move out more than 7 days after the end of the lease, it is deemed tenants voluntarily give up the title right of all properties remain in the leased office, and the title right of such properties will become the landlord. Landlord reserves the right to lock the entrance of the leased office, clear the leased office immediately, arrange the leased office to be available to lease, and identify new tenant. Tenant should bear the loss him/herself as a result of this arrangement, which tenant should also compensate landlord’s loss as a result of such failure.

7. Rights & Responsibilities

7.1.	Upon the execution of this agreement, whereas tenant has made all the deposit, first time rent and all related expenses, landlord is deemed breaching this agreement if landlord cannot provide the leased office in accordance with the commencement date of the lease. Tenant reserves the right to ask the landlord to return the rent paid for the days delay until the termination of this agreement.
7.2.	During the lease term of this agreement, landlord should provide a one month notice to the tenant if landlord wishes to early terminate this agreement as a result of landlord’s business plan change. Landlord should bear the cost of removal delivery to the tenant’s new office in Beijing. Other than the removal delivery cost, landlord is not responsible for anything else.

7.3.	During the lease term of this agreement, unless agreed by tenant, landlord is deemed breaching this agreement if landlord increases the rent. Tenant reserves the right not to pay the exceeded portion.
7.4.	Landlord is deemed breaching this agreement if landlord fails to provide air-conditioning, heat and lightning during regular office hours in accordance with the clauses in this agreement. Tenant reserves to right to request landlord to rectify such failure within 5 days after the request is made.
7.5.	Tenant should oblige to all the current rules and regulations and rules to be implemented in the future of both landlord and corresponding government authorities in relation to the office building, including but not limited to the use of electric appliances, fire safety, safety regulations, keys management, visitors’ registration, renovation, repair and maintenance.
7.6.	Tenant should not assign, sub-lease or share part or the entire leased office and should not change the purpose of usage; otherwise landlord reserves the right to unilaterally terminate this agreement.
7.7.	Tenant should not conduct any renovation or modification unless tenant obtains written consent from landlord. Tenant should not mark, paint or drill hole in the leased office or the building, and should not exhibit any words, logo, advertisement, install any shelter or objects or drill holes inside and outside the leased office and the building. Tenant should not connect nor cut the electric circuit and should not place any canvas directly on the floor of the leased office. Except any movable equipment or facilities owned by tenant, the title of all other renovation and modification in the leased office belong to landlord on the first date of such renovation and modification. Tenant hereby surrenders the title right of the renovation and modification at the end of the lease, and does not have the right to seek any compensation from landlord.
7.8.	At the end of the lease, tenant shall return the leased office in “as-is” condition and maintain in proper condition (except normal wear and tear or any landlord approved attachments). If any renovation or modification was made in the leased office by tenant, landlord reserves the right to request tenant to reinstate the leased office based on the actual condition of the renovation or modification at the end of the lease. Tenant should bear the reinstatement cost. In the event tenant fails to comply the reinstatement request made by landlord after the end of the lease, landlord reserves the right to withhold the deposit, until such reinstatement is completed, or landlord can deduct the cost incurred from such reinstatement from the deposit.
7.9.	Tenant shall allow landlord to install, use and maintain the tubes and wires inside the leased office. Tenant shall also allow landlord or his/her agent to enter the leased office to check the condition, install, repair, modify, enhance if deemed necessary of the tubes and wires after landlord has notified tenant (no notification is required in case of emergency). Within 3 months before end of the lease, if landlord has notified tenant, landlord can bring potential tenants to visit the leased office onsite.
7.10.	Tenant should be responsible for all kinds of insurance for its own property. In the event tenant requests landlord to apply insurance on its behalf, landlord should assist tenant to apply for insurance from insurance company.

7.11.	Tenant can display publication or advertisement within the leased office area after the approval by landlord. All publication and advertisement cannot promote office or hotel which are similar to the landlord’s core business.
7.12.	During the lease term, if landlord suffers reputation damage or actual loss as a result of tenant’s operation, landlord reserves the right to seek compensation from tenant on the loss.

8. Provision

8.1.

In the event tenant breaches this agreement while landlord continues to accept the rent paid by tenant, it is not deemed as landlord surrender his/her right to litigate tenant. Any surrender of rights in accordance with this agreement made by landlord shall only be deemed effective in written notice. In the event landlord accepts any rent or other fees payment which is less than the actual amount, it shall not deem as landlord accepts a reduced rent or fee, meanwhile such acceptance shall not retard landlord to collect remaining amount from tenant and the rights to proceed any legal action in accordance with this agreement, unless mutually agreed by both parties.

8.2.

When the landlord decides sell the leased office, tenant waives the right of first refusal.

9. Breach of this Agreement and Compensation

9.1.	Tenant shall compensate landlord at full cost for any damage of the equipment and facilities provided by landlord to tenant. Tenant shall also compensate all related indirect cost.
9.2.	Tenant is deemed breaching this agreement if tenant fails to pay the rent, deposit and other fee on time in accordance with this agreement and any other agreed supplemental clauses. Landlord reserves the right to charge late payment penalty during the overdue period. If the overdue period is less than 7 days, 1% late payment penalty per day is applied on the overdue amount; If the overdue is more than 7 days but less than 10 days, an additional 2% late payment penalty per day is applied on the overdue amount; If the overdue is more than 10 days, landlord reserves the right to seize the leased office and all properties remain in the leased office within 24 hours. If tenant fails to pay 2 days after the seizure, it is deemed as tenant voluntarily surrender all his/her rights in this agreement and the title right of all the properties remain in the leased office, which landlord reserves the right to terminate this agreement, clear the leased office, dispose all properties remain in the leased office, enter a new lease with others, and seek compensation from tenant. Tenant is responsible for his/her loss as a result of this clause.
9.3.	Tenant’s business activities should comply with the law of People Republic of China. Tenant’s business scope should fall under the business scope of his/her business registration. Tenant is deemed breaching this agreement if tenant violates the above or being penalised by the respective commercial bureau or police, landlord reserves the right to unilaterally terminate this agreement and seek compensation for the reputation damage and financial loss of Poly Building.
9.4.	Landlord is not responsible for tenant’s violation of law and regulation and his/her corresponding penalty. Landlord reserves the right to seek compensation for his/her reputation damage and financial loss as a result of tenant’s law violation.

9.5.

Other the above, if tenant breaches the responsibilities in this agreement or any other agreed supplemental clause or provide any false or misleading claim in this agreement, tenant is deemed breaching this agreement. Landlord reserves the right to request tenant to provide remediation to rectify the breach in order to continue this agreement. If tenant fails to provide effective remediation within 3 days after tenant’s written request, tenant shall use all its deposit as the payment for breaching fee. In the event the breaching fee cannot cover landlord’s loss, tenant should be responsible for the remaining amount. Such loss includes but not limited to direct loss, indirect loss, legal fee, litigation / arbitration fee. Landlord reserves the right to unilaterally terminate this agreement under this condition, where such unilaterally termination does not affect the obligation of tenant to pay the remaining amount of the breaching fee as mentioned above.

9.6.

In the event landlord cannot continue its operation as a result of force majeure or government action, this agreement is terminated automatically.

10. Damage

10.1.	Landlord is not responsible for any loss if tenant requests and assigns landlord to get custodied / keep its property which the property is lost or damaged, whereas the loss or damage is not incurred by landlord. Tenant shall be liable for compensation for personal injury or property loss caused by tenant, staff or personnel related to tenant, to other tenants or personnel of the building, as well as for personal injury or property loss as a result of renovation or modification work. Tenant is also responsible for his/her staff’s intentional infringement. Damages caused by any hidden defects in the leased office shall be dealt with in accordance with respective law and regulations.
10.2.	In the event there are fire or other accidents in the building or the leased office, or there are any damages to the facility and equipment provided in the leased office, tenant should notify landlord immediately, and has the responsibility to prevent such damage and loss being increased further.
10.3.	Tenant undertakes the safety and compensation responsibility for the damage incurred and the subsequent consequence of such damage in the leased office.

11. Landlord’s authorised representative

11.1. Landlord authorises its office department as its authorised representative and the office department shall be responsible on daily management and service.

12. Notice

12.1. All notices should be in written. Any invoice, receipt, declaration or notification if delivered by registered post, express post to the leased office (the corresponding address below) or to tenant’s business registration’s address, or by email to the address below, or by hand, is deemed to be delivered. Invoices, debit or credit notes, receipts between parties can be delivered to the respective finance department or designated finance personnel. Delivery is deemed to be delivered if the delivery is made to the contact below:

Landlord

Contact Address: Poly Building, No.14, Dongzhimen South St, Dongcheng District,

Beijing, China

Contact Number: 01065001188 – 5681

Email: xsggb@polyhotel.com

Tenant

Contact Address: Room 1068, Floor 10, Building 4, No.14, South St, Dongmen,

Dongcheng District, Beijing

Contact Number: 01065084545

Email: stella.ye1019@163.com

Attention: Ms Ye Hung

13. Effective of this Agreement and Others

13.1.	All appendix in this agreement forms part of the entire agreement, including but not limited to tenant’s business registration and photocopies, valid proof of identity (Identity card) of office personnel’s photocopy.
13.2.	Any amendments of this agreement shall be effective only with mutual consent in writing.
13.3.	This agreement consists of 2 copies, with each copy maintained by each party. Both copies have the same legal enforceability.
13.4.	This agreement becomes effective on the date upon the stamp and signatory of legal representative of both parties.

14.	Landlord’s RMB bank account:
	Company Name: Poly Building Limited
	Address: No.14, Dongzhimen South St, Dongcheng District, Beijing
	Bank: China Citic Bank Beijing Branch
	Account Number: 7110310182400010853
	Bank Code: 302100011106

15. Supplemental Clauses

15.1.	This agreement is governed by the law of People Republic of China.
15.2.	Any disputes of this agreement shall be submitted to the People’s Court of Dongcheng District, Beijing.

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Landlord: Poly Building Limited	Tenant: BioLingus Beijing
Address: No.14, Dongzhimen South St, Dongcheng District, Beijing	Address: Room 1068, Floor 10, Building 4, No.14, South St, Dongmen, Dongcheng District, Beijing Phone Number: 01065084545

EX-10.3

Exhibit 10.3

LICENSE AGREEMENT

BETWEEN

BIOLINGUS IP GmbH (“BioLingus I”)

(Licensor)

And

BioLingus II GmbH (“BioLingus II”)

(Licensee)

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this “Agreement”) is made on this 20^th day of October, 2019 between:

BioLingus IP GmbH (“BioLingus I”), a company incorporated in Switzerland and having its registered office at Grossmatt 6 CH-6052 Hergiswil NW, Switzerland (hereinafter referred to as “Licensor”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the ONE PART;

AND

BioLingus II GmbH (“BioLingus II”), a company incorporated in Switzerland and having its registered office also at Grossmatt 6 CH-6052 Hergiswil NW, Switzerland (hereinafter referred to as “Licensee”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the OTHER PART.

The Licensor and Licensee are hereinafter collectively referred to as “Parties” and individually as “Party”.

WHEREAS:

(A)	The Licensor is a company specialising in the development of oral, sublingual and mucosal delivery of peptides and proteins for chronic diseases and immune-therapies and possesses technical know-how, proprietary knowledge and IPR (as defined hereinafter) to develop and manufacture innovative and differentiated pharmaceutical products;
(B)	The Licensee desires to obtain, and the Licensor has agreed to grant, an exclusive right and license to the BioLingus I IP (“IPR License”) to the Licensee for the purpose of developing the Products in the Biolingus II Field and Territory (as defined hereinafter).
(C)	In order for the Licensee to be able to regulate the use of the BioLingus IP and the Know-How to develop, manufacture and sell the Products, obtain Regulatory Approvals, purchase and distribution of the Products in the Territories, the Licensor has agreed to grant an exclusive license to the BioLingus IPR, commercialisation and distribution rights of the Products to the Licensee, subject to the terms and conditions, stipulations, covenants and limitations, as set out hereinafter in this Agreement;

NOW THEREFORE, in consideration of, and subject to, the mutual covenants, agreements, terms and conditions contained herein, the mutual benefits to be derived therefrom and other good and valuable consideration, the Parties agree as follows:

1.	Definition
1.1.	Definition In this Agreement, unless the context otherwise requires, the following expressions shall have the following respective meanings:

“Affiliate” shall mean, with respect to any Party, any Person

(a)	who directly owns, legally and beneficially, 50% or more of the voting securities of such Party; or 50% or more of the voting securities of whom is directly owned, legally and beneficially, by such Party; or
(b)	who directly controls, or is controlled by, or under common control with such Party (or, in the case of a natural person, any Relative of such Party). For purposes of this definition, the term “control” means possession of the power to direct or cause the direction of the management of that Person through ownership of not less than one-half of the voting securities;

“Agreement” shall mean this Agreement, together with the annexures and schedules hereto and all written modifications to this Agreement from time to time;

“Applicable Laws” shall mean all applicable:

(a)	statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, by-laws, regulations, listing agreements, notifications, guidelines or policies of any applicable jurisdiction of the Territories (including the jurisdictions in which the Parties are incorporated and/or carry on any business or activities);
(b)	administrative interpretation, writ, injunction, directions, directives, judgement, arbitral award, decree, orders or regulatory consents of, or agreements with, any Governmental Authority or recognised stock exchange; and
(c)	international treaties, conventions and protocols, as may be in force from time to time;

“BioLingus IP”	shall mean the IPR/Patents directly related to the formulation, excipients, process and equipment designs of the Products and including but not limited to the description in Schedule I;
“Confidential Information”	shall mean all information concerning the business of the Parties and the License, which is proprietary and confidential in nature, received by any Party from the other Party, during the course of or due to their relationship and specifically labelled as confidential information;
“CTs”	shall mean Clinical Trial Data;
“CHF”	shall mean Swiss Franc;
“Dispute”	shall have the meaning ascribed to the term in Article 10;

“Distribution Network”	shall mean a network of selected distributors and sub-distributors appointed by the Licensee for such Territories and as per the policy the Licensee may frame from time to time;
“Dossier”	shall mean the documentation, as may be amended from time to time, relating to the Products necessary for filing an application with the applicable Regulatory Authority to obtain a Marketing Authorization in the format as may be acceptable in the Territory;
“Effective Date”	shall have the meaning ascribed to the term in Clause 3.1;
“Governmental Authority”	shall mean (a) any union, state, local or other governmental, administrative, regulatory or self-regulating authority or agency, having jurisdiction over the relevant matter, (b) any court, tribunal or administrative hearing body, or (c) any other similar dispute resolving panel or body;
“Intellectual Property Rights”
or “IPR”	shall mean trademarks, tradenames, copyrights, designs, patents, inventions, domain names, right to propriety works and/or any other intellectual or industrial property rights, proprietary information and knowledge, technology, databases, copyrights, licenses, franchises, CT data, dossiers, marketing authorisations and formulas, or rights with respect to the Products thereto necessary for their business, as is now being conducted and are proposed to be conducted, whether capable of registration or protection under law or not;
“IPR License”	shall have the meaning ascribed to the term in Recital (B);
“Indemnified Parties”	shall have the meaning ascribed to the term in Clause 8.1;

“Indemnifying Party”	shall have the meaning ascribed to the term in Clause 8.1;
“ICH Guidelines”	shall mean the guidelines issued by the International Council for Harmonisation of Technical Requirements for pharmaceuticals for human use;
“Just Cause”	shall mean and include any of the following events: (i) serious misconduct or gross negligence by a Party in the course of relationship; (ii) an act of dishonesty, fraud, or other act of moral turpitude by a Party in connection with its responsibilities; (iii) any material or recurring breach by a Party of its obligations as set out in this Agreement; (iv) a Party being convicted with or pleading guilty to felony or a criminal offence or misdemeanour relating to an act of dishonesty or fraud which causes material harm to the business and reputation of the other Party; (v) a Party commits a violation of the terms and conditions as set forth in this Agreement or any other agreement entered between the Parties with respect to the business and that such violation is either materially and demonstrably injurious to other Party or, if capable of remedy, remains un-remedied for more than one hundred (100) days from the date on which written notice of such violation is given to that Party by the other Party; or (vi) a Party is adjudicated insolvent or bankrupt;

“Know How”	shall mean any technical information, know-how and materials, including all biological, chemical, pharmacological, toxicological, clinical, assay and other information, data, discoveries, inventions, improvements, processes, formulae and trade secrets related to the Products and whether patentable or unpatentable (but not patented);
“License”	shall have the meaning ascribed to the term in Clause 2;
“License Period”	shall have the meaning ascribed to the term in Article 3;
“License Fee”	shall mean Signing Fee and Milestone Payment collectively;
“Licensee”	shall have the meaning ascribed to the term in the Preamble of this Agreement;
“Licensor”	shall have the meaning ascribed to the term in the Preamble of this Agreement;
“Marketing Authorization”	shall mean any and all approvals, with respect to any jurisdiction, or authorizations (other than price approvals) of a Regulatory Authority, that are necessary for the distribution, marketing or sale of a Product in such jurisdiction, including registration in the Territories;
“New IPR”	shall have the meaning ascribed to the term in Clause 6.1;
“Parties”	shall mean Licensor and Licensee collectively, and the term “Party” shall mean either of them individually;

“Person”	shall mean an individual, corporation, limited liability company, association, trust or any other entity or organisation, including a government or political subdivision or an agency or instrumentality thereof;
“Products”	shall mean formulations developed for oral, sublingual and mucosal delivery of any products using BioLingus IP;
“Regulatory Approval”	shall mean any approvals, licenses, registrations or authorizations of any national, supra-national, regional, state or local regulatory agency, department, bureau or other governmental entity necessary for the use, storage, import, market, export, distribution, transport or sale of a Product in a regulatory jurisdiction;
“Territories”	shall mean Global, i.e. all countries in the world

1.2.	Interpretation In this Agreement, unless the context otherwise requires:
1.2.1.	the Recitals and Schedules form part of this Agreement and references to this Agreement shall have the same effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include references to the Recitals and Schedules to it;
1.2.2.	Any reference to Articles, Clauses and Schedules are to articles and clauses of and schedules to this Agreement;
1.2.3.	words importing the singular, include the plural and vice versa;
1.2.4.	the headings and bold typeface are only for convenience and shall be ignored for the purpose of interpretation of this Agreement ;
1.2.5.	the words “include” and “including” are to be construed without limitation;
1.2.6.	reference to clauses, Parties and annexures are references to clauses of, and Parties, and annexures to this Agreement;
1.2.7.	all reference to statutes shall include any modification, re-enactment or extension thereof for the time being in force;

1.2.8.	a disclosure of an item in writing referring to a specific Clause of this Agreement or specific Paragraphs of any Annexure shall be deemed to be a disclosure only for the purposes of that Clause or Paragraph and not for the purposes of any other provision of this Agreement; and
1.2.9.	where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have corresponding meanings.
2.	Grant of IPR License Rights
2.1.	Grant of IPR License: Subject to the terms and conditions of this Agreement, the Licensor grants to the Licensee and the Licensee hereby accepts, an exclusive license to use, during the License Period, the IPR License for the purpose of developing, commercializing and manufacturing Products in the “Field II” and in the Territory for all applications (“Permitted Use”).
2.2.	Right to sub-license the License: The Licensor grants to the Licensee the right to sub-license the License to third parties and the Licensee may, at its discretion, from time to time enter into similar license agreements with such third parties (each a “Sub-Licensee”) to use the License . The Licensee hereby agrees and covenants that where the Licensee sub-licenses the License to the Sub-Licensee, the Sub-Licensee shall comply with all obligations imposed on the Licensee under this Agreement, and also comply with such requirements and/or restrictions as are reasonable and permissible under the Applicable Laws.
2.3.	Field
	The Field of BioLingus I IP (“Field I”) is metabolic disorders, obesity and diabetes, as defined in Schedule II.
	This includes all applications in human, veterinary and diagnostics.
	The Field of BioLingus II IP (“Field II”) is all therapies and indications which are not included in the Field I.
	So Field I and Field II are mutually exclusive.
2.4.	Territory
	Global, i.e. all countries in the world without any exceptions.

3.	License Period
3.1.	License Period:
	This Agreement shall be deemed to have come into force on the date of signing of this agreement by both paries (“Effective Date”) and shall remain in force perpetually (“License Period”).
4.	License Fees and Royalty
4.1.	License Fees: In consideration of the License granted to the Licensee, the Licensee shall pay to the Licensor, license fees during the License Period as detailed below (“License Fee”): 120’000 CHF within 3 years of the Effective Date.
4.2.	Other Fees : no other fees are due.
4.3.	Withholdings: The payment of License Fees shall be subject to such deductions and withholdings of tax or otherwise as the Licensee may be mandated or required to do pursuant to Applicable Laws.
5.	Rights and Obligations of the Parties
5.1.	Rights and Obligations of the Licensor: During the License Period :
5.1.1.	the Licensee shall transfer the necessary know how to formulate, manufacture and develop the Products in compliance with ICH Guidelines ;
5.1.2.	in case Licensor and Licensee wish to collaborate on certain product related projects or technology development, IP development or manufacturing, this shall be covered in separate arrangements.

5.2.	Rights and Obligations of the Licensee: During the License Period,
5.2.1.	the Licensee shall have freedom to use the IPR at its own will and without limitations develop products in the Field II and the Territory;
5.2.2.	in case Licensor and Licensee wish to collaborate on certain product related projects or technology development, IP development or manufacturing, this shall be covered in separate agreements.
6.	New IPR and Improvement
6.1.	New IPR by the Licensor and Licensee : both Licensor and Licensee are free to develop their own IP from the Effective Date.
6.1.1.	Shared IP : in case Licensor and Licensee wish to collaborate on or share certain IP development or improvements of existing IP, this shall be covered in separate arrangements.
6.2.	Right to new IPR – Field I: BioLingus I agrees to grant to BioLingus II, a royalty free and perpetual license to use such New IPR for all applications in Field II in the Territory, at no additional cost.
6.3.	Right to new IPR – Field II: BioLingus II agrees to grant to BioLingus I, royalty free license and perpetual license to use such New IPR for all applications in Field I in the Territory, at no additional cost.
7.	Representations and Warranties
7.1.	Mutual Representation and Warranties: Each Party represents and warrants to the other Party, as of the date hereof, as follows:
7.1.1.	that it is a company duly incorporated, validly existing and in good standing under the laws of its respective country and that it has the requisite power and authority to carry on its business as is currently being conducted and also to perform its obligations under this Agreement;

7.1.2.	that it is permitted by its respective organisational or charter documents, to enter into this Agreement and is not otherwise restrained, prevented or inhibited from entering into this Agreement or from undertaking the obligations herein contained; and
7.1.3.	that its signatory to this Agreement is duly authorised to execute the same in a manner binding upon it and that all corporate approvals and procedures necessary for entering into this Agreement and vesting the authority in such signatory has/have been duly obtained and complied with.
7.2.	Representation and Warranties by the Licensor: The Licensor hereby represents and warrants to the Licensee as follows:
7.2.1.	that as of the Effective Date, to its knowledge, there are no litigations, suits, actions, arbitration, judicial or legal, administrative or other proceedings or governmental investigations pending against the Licensor or its Affiliates, which would be reasonably expected to affect or restrict the activity of the Licensor to consummate this Agreement and to perform its obligations under this Agreement; as of the Effective Date there are no litigations, suits, actions, disputes, claims, arbitrations, judicial or legal, administrative or other proceedings or governmental investigations pending (or to the knowledge of the Licensor, threatened) against the Licensor or its ability to grant the License or the control or ownership of the Products and/or the IPR License;
7.2.2.	it is the sole and exclusive owner of the IPR License, the right of which is being transferred under this Agreement and has no knowledge or information, which would render the License invalid or unenforceable;
7.2.3.	the License does not infringe the intellectual property of any third person and it has not received any notice with respect to the License and the Products, and it does not believe that the License violates or has violated the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or other intellectual property rights of any third party;
7.2.4.	neither the execution and delivery of this Agreement nor the performance hereof by the Licensor requires the Licensor to obtain any permits, authorisations or consents from any Governmental Authority (subject to obtaining all necessary approvals with respect to the manufacture, use or sale of the Products in the Territories by the Licensee) or from any other person, firm or corporation and such execution, delivery and performance will not result in the breach of, or give rise to, any termination of any existing agreement or contract to which the Licensor may be a party;

7.2.5.	no third party has filed, pursued or maintained or threatened in writing to file, pursue or maintain any claim, lawsuit, charge, complaint or other action alleging that any IPR License is invalid or unenforceable;
7.2.6.	it has full right to transfer the right to the License and the Products under the terms of this Agreement;
7.2.7.	there are no agreements between the Licensor and any third parties that preclude or otherwise limit the Licensor’s ability to perform its obligations under this Agreement;
7.2.8.	(a) all written information and data, whether written or oral, provided by or on behalf of the Licensor to the Licensee on or before the Effective Date in contemplation of this Agreement was (as of its date) true and accurate in all material respects and (b) the Licensor has not failed to disclose, or cause to be disclosed, any information or data that would cause the information and data that has been disclosed to be, individually or in the aggregate, in light of the circumstances of which they were made, misleading in any material respect.
7.3.	Representation and Warranties by the Licensee: The Licensee hereby represents and warrants to the Licensor as follows:
7.3.1.	neither the execution and delivery of this Agreement nor the performance hereof by the Licensee requires the Licensee to obtain any permits, authorisations or consents from any Governmental Authority (subject to obtaining all necessary approvals with respect to the conducting clinical trials, manufacture, use or sale of the Products in the Territories) or from any other person, firm or corporation and such execution, delivery and performance will not result in breach of, or give rise to, termination of any existing agreement or contract to which the Licensee may be a party;
7.3.2.	there are no claims or investigations, pending or threatened against the Licensee, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement which would materially adversely affect the Licensee’s ability to perform its obligations hereunder;
7.3.3.	it is not under any obligation to any person or entity, contractual or otherwise, that is conflicting or inconsistent in any respect with the terms of this Agreement or that would impede the diligent and complete fulfilment of the Licensee’s obligations under this Agreement.

8. Indemnification

8.1.	Indemnity: Each Party (the “Indemnifying Party”) shall indemnify and keep indemnified, save, defend and hold harmless, the other Party and its officers, representatives, employees, advisors and agents (collectively, the “Indemnified Parties”) from and against any and all direct, actual and lawful losses, claims, demands, issued by any Person, actions, causes of actions, suits, litigation, costs and expenses incurred in pursuing any of the foregoing in any jurisdiction, including reasonable attorney fees and disbursements in connection therewith (collectively “Claim”) promptly upon demand at any time and from time to time, to the fullest extent permitted by law, which may arise out of, result from or be payable by virtue of:
8.1.1.	Breach of Representations and Warranties: misrepresentation or breach of any material representation and warranties provided by the Indemnifying Party under this Agreement; or
8.1.2.	Breach of Covenants: any breach or default of any undertaking, obligation, confirmation or covenant agreed to be performed by the Indemnifying Party under this Agreement.
8.2.	Knowledge of Indemnified Parties: The knowledge of the Indemnified Parties or the conduct of any investigation in relation to the Indemnifying Party, shall not in any manner, affect or limit the right to indemnification, payment of claims or other remedies with respect to the accuracy or inaccuracy of or compliance or non-compliance with any of the representations and warranties, covenants, obligations or arrangements of the Indemnifying Party, and the Indemnifying Party shall not invoke the Indemnified Parties’ knowledge of a fact or circumstance that might make a statement untrue, inaccurate, incomplete or misleading as a defence to a Claim for breach of any representation and/or warranty and/or the non-performance of any of the covenants or obligations under the Agreement required to be performed by the Indemnifying Party.
8.3.	Reimbursement of Claims: Any claim for indemnity pursuant to this Agreement shall be made by the Indemnified Parties, by notice in writing, to the Indemnifying Party. The Indemnifying Party shall reimburse the Indemnified Parties for all out-of-pocket expenses (including attorney’s fees and disbursements) as are incurred in connection with investigating, preparing to defend or defending any such action, suit, claim or proceeding (including any inquiry or investigation) whether or not the Indemnified Parties are a party thereto. If the Indemnified Parties make a claim hereunder for payment or reimbursement of expenses, such expenses shall be paid or reimbursed promptly upon receipt of such claim thereto.

8.4. Rights in addition to Applicable Law or equity: The indemnification rights of the Indemnified Parties under this Agreement are independent of and in addition to such other rights and remedies as the Indemnified Parties may have at law or in equity or otherwise, including the right to seek specific performance, rescission or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby.

9. Termination

9.1.	Termination: As this is a perpetual license, this Agreement cannot be terminated unless (a) both Parties mutually agree to terminate the license under terms to be mutually agreed in a separate “Termination Agreement” or (b) when one Party goes into liquidation or a Party discontinues the business ;
9.1.1.	Winding-up: the Party (i) goes into liquidation or a winding-up order is made against it or it suffers the appointment of a liquidator, receiver, trustee or similar officer of the whole or part of its business or assets, or it files a petition seeking reorganisation, composition or a similar relief or it takes action under any law regarding insolvency, or (ii) makes an assignment for the benefit of its creditors; or
9.1.2.	Discontinuation of Business: the Defaulting Party discontinues its business and/or loses the License or authorisation that leads to discontinuation of its business pursuant to an order from a Governmental Authority; or
9.2.	Consequences of Termination:
9.2.1.	In case of Winding up or Discontinuation of the business of one Party, all the IPR rights, including improvements, return without any fee due to the other Party, within 3 months after the Winding up or Discontinuation. The receiving Party will be able to use this IPR without any further obligations or restrictions.
9.3.	Each Party shall continue to comply with any and all continuing obligations provided herein, including but not limited to the requirements as to confidentiality, as provided in Clause 11.9.

10. Dispute Resolution

10.1.	Dispute: If any dispute, claim or difference of any kind whatsoever (“Dispute”) shall at any time arise between the Parties with respect to the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or the rights or obligations of the Parties hereunder, such Dispute shall, to the extent possible, be settled in the first instance by prompt and good faith negotiations between the representatives of each Party. The Parties agree that if the Dispute cannot be resolved by mutual consent, the following resolution procedure shall be used to settle the Dispute.
10.2.	Arbitration: If the Dispute cannot be settled within thirty (30) days from initiation of such mutual discussions, the Dispute shall be referred to and finally resolved by arbitration under the applicable laws of Switzerland, which Rules are deemed to be incorporated by reference into this clause. The dispute or the difference shall be referred to a panel of three arbitrators, one arbitrator to be nominated by the Licensor, one to be nominated by the licensee and the third arbitrator to be appointed by the two arbitrators.
10.3.	The award rendered in any arbitration commenced hereunder shall be final and conclusive and judgement thereon may be entered in any court having jurisdiction for its enforcement. In addition, the Parties agree that neither Party shall have any right to commence or maintain a suit or legal proceeding concerning a dispute hereunder until the dispute has been determined in accordance with the arbitration procedure provided for herein and then only for enforcement of the award rendered in such arbitration.
10.4.	During the pendency of any arbitration (a) each Party shall continue to perform its obligations hereunder and (b) neither Party shall exercise any remedies hereunder arising by virtue of the matters in dispute.

11. Miscellaneous Provisions

11.1.	Entire Agreement: This Agreement, the Schedules hereof constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other oral or written representations, understandings or agreements relating to the subject matter hereof.
11.2.	Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.3.	Further Assurance: The Parties shall, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transaction hereby contemplated and each Party agrees to execute and deliver all such further instruments or documents, applications and legal proceedings, if any, and to do and perform all such further acts and things, as may be reasonably necessary or desirable to effect the purpose of this Agreement.
11.4.	Non-Solicitation: The Parties agree that it shall not, directly or indirectly, without limitation by assisting others, employ, engage, solicit, recruit, induce or attempt to persuade employment of any Person then engaged by the other Party or of any of its Affiliates, as an employee, officer, director, independent contractor or consultant.
11.5.	Notices: Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given (a) when delivered in person (b) on the same date when dispatched by electronic facsimile transfer or email, or (c) when received by a nationally recognised courier service or registered mail and addressed to the Party to be notified at the address indicated below, or at such other address as such Party may designate by advance written notice to the other Party.

If to the Licensor:

Attention:	Yves Decadt
Address:	Grossmatt 6, CH-6052
Email:	yves.decadt@biolingus.ch

If to the Licensee:

Attention:	Thomas Ko
Address:
Email:	Thomas.ko@biolingus.ch

11.6. Amendments: Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived, only with the written consent of the Parties.

11.7.	Severability: If any provision of this Agreement or application thereof to any person or circumstances is or becomes invalid, prohibited, illegal or unenforceable to any extent for any reason including by reason of any law or regulation or government policy, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative and the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.Notwithstanding the foregoing, the Parties shall thereupon negotiate in good faith in order to agree on the terms of a mutually satisfactory provision, achieving as nearly as possible the same commercial effect, to be substituted for the provision so found to be void or unenforceable.
11.8.	Survival Provisions: Notwithstanding anything contained in this Agreement, Articles 7 (Representations and Warranties), 8 (Indemnification), 9.2 (Consequences of Termination), 10 (Dispute Resolution), 11 (Miscellaneous Provisions) and 12 (Governing Law and Jurisdiction) shall survive termination of this Agreement for any reason whatsoever.
11.9.	Confidential Information: Each Party acknowledges that, pursuant to this Agreement it may have access to certain information concerning the other Party, which is either confidential or proprietary in nature, whether received orally or in writing. Each Party acknowledges and agrees that all confidential information whether disclosed orally or in writing, is the property of the disclosing Party and constitutes valuable, special and unique assets of the business of such Party. The Parties agree that the recipient of the confidential information shall neither disclose such confidential information to any third party nor use for any purpose other than (i) for the purpose of this Agreement or (ii) as may be required by law.
11.10.	Exclusions: Notwithstanding anything contained in this Agreement, the obligation of confidentiality and non-use of confidential information shall not apply to the confidential information which (i) is or becomes generally available or known to the public, through no fault of or breach of its obligations hereunder by the recipient; (ii) is lawfully disclosed to the recipient by a third party not bound by non-disclosure obligations with regard to such information as evidenced by its records and without restriction as to use and disclosure; (iii) was already known by the recipient prior to its disclosure by or on behalf of the discloser, otherwise than by unlawful disclosure, (iv) was independently developed by the recipient without the benefit of the confidential information supplied (v) is lawfully in possession of that Party since execution of the Confidentiality and Disclosure Agreement ; (vi) is required to be disclosed under Applicable Law or by a governmental order, decree, regulation or rule, any order of a competent court or tribunal provided that each Party promptly notifies the other in writing prior of such disclosure in order to provide the other Party reasonable time to obtain protection for such Confidential Information.

11.11.	Cost and Fees: Each Party shall bear its respective costs and expenses in connection with the preparation, negotiation, execution and delivery of this Agreement. All other expenses and costs, including stamp duty shall be borne by the Parties in equal proportion.
11.12.	Force Majeure: Notwithstanding anything in this Agreement to the contrary, neither the Licensor nor the Licensee shall be liable, or deemed to be in default, for any failure or delay in performance hereunder which is caused by Force Majeure, including that of but not limited to acts of God, Governmental restrictions, wars, insurrections and/or any other cause beyond the reasonable control of the affected Party.
11.13.	Successors and Assigns: Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors of the Parties. Subject to the foregoing, nothing in this Agreement, express or implied, is intended to confer upon any party, other than the Parties or their respective successors, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

12. Governing Laws and Jurisdiction

12.1.	Laws: This Agreement shall be governed by, subject to and construed in accordance, with the laws of Switzerland.
12.2.	Exclusive Jurisdiction Subject to the provisions of Article 10 (Dispute Resolution), the courts in Switzerland shall have exclusive jurisdiction to adjudicate and grant relief in relation to this Agreement.

IN WITNESS WHEREOF the Parties have hereunto set their respective hands the day and year first above written.

[Execution sheet on the next page]

[EXECUTION SHEET]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

SIGNED AND DELIVERED	)
by the within named Licensor,	)
BioLingus IP GmbH (“BioLingus I”)	)
by the authorised signatory,	)
Mr. Yves Decadt	)
in the presence of Mr Thomas Ko	)
SIGNED AND DELIVERED	)
by the within named Licensee,	)
BioLingus II GmbH (“BioLingus II”)	)
by the authorised signatory,	)
Mr Yves Decadt	)
in the presence of Mr Thomas Ko	)

Schedule I

List of relevant Patents

PCT/AU2011/000173 “Process for preparing products comprising stabilised actives and compositions comprising same”

PCT/AU2018/050177 “Oil based formulations for sublingual and buccal delivery”

Schedule II

Definition of the Field : “Field I”

ATC classification summary :

In order to describe the Field, the ATC classification of drugs will be used.

The Anatomical Therapeutic Chemical (ATC) Classification System is a drug classification system that classifies the active ingredients of drugs according to the organ or system on which they act and their therapeutic, pharmacological and chemical properties. It is controlled by the World Health Organization Collaborating Centre for Drug Statistics Methodology (WHOCC), and was first published in 1976.^[1]

The ATC classification system is a strict hierarchy, meaning that each code necessarily has one and only one parent code, except for the 14 codes at the topmost level which have no parents. The codes are semantic identifiers, meaning they depict in themselves the complete lineage of parenthood.

First level

The first level of the code indicates the anatomical main group and consists of one letter. There are 14 main groups:

The first of this 14 groups is the so-called “Group A” or “ATC code A”:

ATC code A Alimentary tract and metabolism includes :

Codes for veterinary use (ATC vet Codes) can be created by placing the letter Q in front of the human ATC code: for example, QA.

Definition of “Field I” for the license agreement:

Following is a positive list of indications included in Field I, referring to the ATC classifications :

A05 : Bile and liver therapies

A08 : Anti-obesity preparations

A10 : Drugs used in diabetes

A15 : Appetite stimulants

Products and /or indications not include in the positive list above, are not part of Field I.

Examples of applications of definition of “Field I” for the license agreement:

- For instance, the products included in ATC A10 can be found in the following links :

https://www.whocc.no/atc_ddd_index/?code=A10

https://en.wikipedia.org/wiki/ATC_code_A10

- For example, if a peptide has two indications, one in diabetes and another one in cardiovascular, then only the diabetes indication is included is included in Field I.

- On the other hand, if a peptide would have a main diabetes indication, and a positive effect on cardiovascular, but the latter is not a stand-alone indication, then this will be all included in the Field I.

- In case of doubt, an expert team of 5 independent experts, jointly appointed and approved by both BioLingus I and BioLingus II, will decide in a face to face meeting by anonymous voting in which the majority decision wins. This voting will be final (unless and until both Parties mutually agree otherwise in a written agreement.

EX-15.1

EXHIBIT 15.1

To the Board of Directors and Shareholders of

BioLingus (Cayman) Limited

LETTER IN LIEU OF CONSENT FOR REVIEW REPORT

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim condensed consolidated financial information of BioLingus (Cayman) Limited for the periods ended October 31, 2022 and 2021, as indicated in our report dated June 7, 2023; because we did not perform an audit, we expressed no opinion on that information.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

	/s/ WWC, P.C.
San Mateo, California	WWC, P.C.
July 13, 2023	Certified Public Accountants

EX-21.1

Exhibit 21.1

Subsidiaries of the Registrant

BioLingus (BVI) Limited

BioLingus Research (Australia) Pty Ltd

BioLingus (Hong Kong) Limited

BioLingus Beijing

Biolingus IP GmbH

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation our report dated June 7, 2023 in Amendment No. 1 to the Registration Statement on Form F-1 to the Registration Statement of BioLingus (Cayman) Limited, relating to the audit of the consolidated balance sheets of BioLingus (Cayman) Limited (the “Company”) as of April 30, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, shareholders’ deficit, and cash flows for each of the years ended April 30, 2022 and 2021, and the related notes (“collectively referred to as financial statements”) included herein.

We also consent to the reference of WWC.P.C., as an independent registered public accounting firm, as experts in matters of accounting and auditing.

	/s/ WWC, P.C.
San Mateo, California	WWC, P.C.
July 13, 2023	Certified Public Accountants

 

EX-99.1

Exhibit 99.1

BIOLINGUS (CAYMAN) LIMITED

CODE OF BUSINESS CONDUCT AND ETHICS

This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide the employees of BIOLINGUS (CAYMAN) LIMITED and its subsidiaries (the “Company”). All of our employees must conduct themselves in accordance with these principles and seek to avoid even the appearance of improper behavior. The Company’s agents and representatives, including consultants and directors, to the extent practicable, shall also follow this Code.

This Code is in addition to and supplements the other policies and procedures which have been implemented by the Company. If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code. If you have any questions about a conflict, you should ask your supervisor how to handle the situation.

All claims of violations of this Code will be investigated by appropriate personnel. Those who violate the standards in this Code will be subject to disciplinary action. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.

1. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All employees must respect and obey the laws of all jurisdictions in which the Company operates. Any employee who is unsure about any aspect of these laws should seek advice from supervisors, managers or other appropriate personnel.

2 Record-Keeping

Accuracy and reliability in the preparation of all business records is critically important to the Company’s decision-making process and to the proper discharge of its financial, legal, and reporting obligations. All of the Company’s books, records, accounts and financial statements shall be maintained in reasonable detail, shall appropriately reflect the Company’s transactions and shall conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets shall not be maintained unless permitted by applicable law or regulation.

Many employees regularly incur business expenses, which must be documented and recorded accurately. If you are not sure whether a certain expense is appropriate, consult the policy or ask your supervisor.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records shall always be retained or destroyed according to the Company’s record retention policies.

3. Conflicts of Interest and Related Party Transactions

A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest. Loans to, or guarantees of obligations of, directors, executive officers and their family members are prohibited.

A conflict of interest almost always exists when a Company employee works concurrently for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with the Company’s competitors, customers or suppliers, except on the Company’s behalf.

A conflict of interest may occur when an employee of the Company has an ownership or financial interest in another business organization that is doing business with the Company. These transactions between the Company and the other organization are characterized as related party transactions. While not all related party transactions are improper, the Company must be aware of the details of each such transaction so that it can make a judgment as to the appropriateness of the transaction. If you or a family member have any ownership or financial interest in another organization that conducts business or seeks to conduct business with the Company, you must report the situation to the Chief Executive Officer (“CEO”) and cooperate with the legal staff by providing all relevant facts. The CEO will determine whether or not the related party transaction is a conflict of interest.

Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear, so if you have a question, you should consult with higher levels of management or the Company’s CEO. Any employee, officer or director who becomes aware of a conflict or potential conflict shall bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 14 of this Code.

4. Confidentiality

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is authorized by the CEO or legally mandated. Even within the Company, you should disclose confidential information only to those employees who need to know the information. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

5. Insider Trading

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company’s business. All non-public information about the Company shall be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. If you have any questions, you should consult the Company’s CEO.

6. Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee shall use corporate property, information, or position for improper personal gain, and no employee shall compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

7. Competition and Fair Dealing

The Company seeks to outperform its competition fairly and honestly. The Company seeks competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee shall endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment shall ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it:

● is not a cash gift,

● is consistent with customary business practices,

● is not excessive in value, and

● cannot be construed as a bribe or payoff

8. Discrimination and Harassment

The diversity of the Company’s employees is a tremendous asset. The Company is firmly committed to providing equal opportunity in all aspects of employment and shall not tolerate any illegal discrimination or harassment or any kind. Examples include derogatory comments based on racial, gender, religious, or ethnic characteristics and unwelcome sexual advances.

9. Health and Safety

The Company strives to provide each employee with a safe and healthful work environment. Each employee has the responsibility for maintaining a safe and healthful workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted. Employees must report to work in condition to perform their duties, free from the influence of alcohol or illegal drugs. The use of alcohol or illegal drugs in the workplace is not tolerated.

10. Protection and Proper Use of Company Assets

All employees shall endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes. Any suspected incident of theft, carelessness, or waste of or with Company assets shall be immediately reported for investigation. Company equipment shall not be used for non-Company business, although incidental personal use may be permitted by your supervisor. The obligation of employees to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil and/or criminal penalties.

11. Accounting and Related Matters

All employees participate, in some measure, in the gathering of information made available to the Company’s accounting department for use in the Company’s financial reports and other information required to be publicly disclosed by the Securities and Exchange Commission and the NASDAQ Stock Market LLC/NYSE American. Each employee should endeavor to ensure that such information is accurate and complete in all material respects through full compliance with the Company’s accounting requirements, internal disclosure and accounting controls and audits.

12. Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive officers or directors may be made only by the Nominating and Corporate Governance Committee of the Board and shall be promptly disclosed as required by law or stock exchange regulation.

13. Administration of Code

This Code shall be administered by the Company’s CEO, who shall act as the Corporate Compliance Officer of the Company, Company employees are encouraged to seek guidance regarding the application or interpretation of this Code from the CEO and are expected to cooperate fully in any investigation of any potential violation of this Code.

14. Reporting Violations; Compliance Procedures

All employees shall work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since no one can anticipate every situation that will arise, it is important to have a way to approach a new question or problem. These are the steps to keep in mind:

● Make sure you have all the facts. In order to reach the right solutions, you must be as fully informed as possible.

● Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

● Clarify your responsibility and role. In most situations there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

● Discuss the problem with your supervisor. You are encouraged to talk to your supervisor about any issues concerning illegal, unethical or improper behavior and when in doubt about the best course of action in a particular situation. This is the basic guidance for all situations. In many cases your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember it is your supervisor’s responsibility to help solve problems.

● Report serious violations to the Company’s CEO. You should report serious violations that have not been properly addressed by your supervisor or other resources of the Company to the CEO. However, if it is not appropriate to discuss an issue with the CEO, or if you believe that the CEO has not properly addressed the violations, you may contact any independent director of the Board of Directors. In the rare case that you become aware of a material legal violation or a breach of fiduciary duty by an employee of the Company, address your concerns to: Nominating and Corporate Governance Committee Chairperson, BIOLINGUS (CAYMAN) LIMITED, Grossmatt 6, CH-6052 Hergiswil NW Switzerland.

● Reporting of accounting issues. If you are aware of an issue concerning accounting, auditing or the Company’s internal accounting controls, address your concerns with the Company’s internal audit function or to the CEO. In the event that you believe that the Company has not properly responded to the issue, you may address your concerns to: Audit Committee Chairperson, BIOLINGUS (CAYMAN) LIMITED, Grossmatt 6, CH-6052 Hergiswil NW Switzerland.

● You may report any possible violation in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected and you will be guaranteed confidentiality in the handling of your claim. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct.

● Always ask first, act later: If you are unsure of, what to do in any situation, seek guidance before you act.

EX-99.3

Exhibit 99.3

 

 

 

 

 

EX-99.4

Exhibit 99.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-99.5

Exhibit 99.5

 

 

EX-99.6

Exhibit 99.6

 

 

 

 

EX-99.7

Exhibit 99.7

BIOLINGUS (CAYMAN) LIMITED

Charter of the Audit Committee of the Board of Directors

I. PURPOSE

The primary function of the Audit Committee (the “Committee”) is to represent and assist the Board of Directors (the “Board”) of BIOLINGUS (CAYMAN) LIMITED (the “Corporation”) in fulfilling its general oversight responsibilities by reviewing: the quality and integrity of the financial reports and other financial information provided by the Corporation to any governmental body or its shareholders; the Corporation’s systems of disclosure controls and procedures, internal controls over financial reporting and the ethical standards that management and the Board have established; the Corporation’s auditing, accounting and financial reporting processes generally; the independence, qualifications, and performance of the Corporation’s independent auditor; the Corporation’s compliance with the Corporation’s Code of Business Conduct and Ethics; and the Corporation’s overall compliance with legal and regulatory requirements.

Management is responsible for the preparation, presentation and integrity of the Corporation’s financial statements, accounting and financial reporting principles, and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Corporation’s independent auditors are responsible for performing an independent audit of the financial statements of the Corporation in accordance with generally accepted auditing standards.

The Committee serves a Board-level oversight role in which it provides advice, counsel and direction to management and the independent auditors on the basis of the information it receives, discussions with the independent auditors, and the experience of the Committee’s members in business, financial and accounting matters.

The Committee will primarily fulfill its responsibilities by carrying out the activities enumerated in Section IV of this Charter. The Committee has the resources, funding and authority to conduct any investigation appropriate to fulfilling its responsibilities, including the authority to retain and compensate outside legal, accounting and other experts or consultants without seeking approval of the Board of Directors, and it has direct access to the independent auditors as well as to officers and employees of the Corporation.

II. COMPOSITION

The Committee shall be comprised of three or more directors, one of whom shall be Chairperson and if required by the rules of the relevant stock exchange, each of whom shall be independent, non-officer directors, and free from any relationship that would interfere with the exercise of his or her independent judgment as a member of the Committee. Committee members shall otherwise meet the applicable audit committee membership requirements, including with respect to financial literacy, of the Securities Exchange Act of 1934, the Securities and Exchange Commission, the relevant stock exchange (as such requirements may be modified or supplemented from time to time) and any other applicable regulatory authority and including, with respect to independence, the requirements issued pursuant to Rule 10A-3 of the Securities Exchange Act of 1934 (as such requirements may be modified or supplemented from time to time). At least one member of the Committee shall qualify as an “audit committee financial expert” as determined by the Board in accordance with the requirements of the Securities Exchange Act of 1934, the Securities and Exchange Commission, the relevant stock exchange (as such requirements may be modified or supplemented from time to time) and any other applicable regulatory authority. The existence of such a member, including his or her name and whether or not he or she is independent, will be disclosed in periodic filings as required by the Securities and Exchange Commission. No member of the Committee shall have participated in the preparation of the financial statements of the Corporation or any current subsidiary of the Corporation at any time during the past three (3) years. The members of the Committee shall be recommended by the Nominating and Corporate Governance Committee and elected by the Board and serve until their successors shall be duly elected and qualified or until their earlier death, resignation or removal from the Committee. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership. The Board of Directors may, pursuant to the bylaws, remove a member of the Committee provided that the Board must, at all times, assure that the Committee will have a Chairperson and sufficient members to satisfy the requirements set forth above relating to the number and qualifications of Committee members.

III. MEETINGS

The Committee shall meet not less than two (2) times a year and more frequently as circumstances dictate. The meetings can be held in person or by video call. The Committee shall report to the Board on its activities on a regular basis. As part of its job to foster open communication, and as the Committee deems appropriate, the Committee may meet privately in separate sessions with executive management, the principal accounting officer, and/or the independent auditors and as a committee to discuss any matters that the Committee or each of these individuals or groups believes should be discussed. The Committee may act by unanimous written resolution signed by all members in lieu of a meeting.

IV. RESPONSIBILITIES AND DUTIES

The Audit Committee shall have the responsibility and authority to:

Documents/Reports Review

1. Review and reassess the adequacy of this Charter as frequently as conditions may dictate, and propose any amendments to the Charter as it deems necessary or appropriate. Submit the Charter to the Board for approval and cause the Charter to be approved and disclosed as frequently and in such form as may be required by the regulations of the Securities and Exchange Commission, the rules of the relevant stock exchange (as such regulations may be modified or supplemented from time to time) and any other applicable regulatory authority.

2. Review the Corporation’s annual audited financial statements before they are filed with the Securities and Exchange Commission or released. Review should include discussion with management and the independent auditors of significant issues regarding critical accounting estimates, accounting principles, practices and judgments and a review with the independent auditors of any auditor report to the Committee required under the rules of the Securities and Exchange Commission, the relevant stock exchange (as may be modified or supplemented from time to time) and any other applicable regulatory authority. Review should also include review of the independence of the independent auditors (see Item 7 below) and the discussion with the independent auditors of the conduct of their audit (see Item 10 below). Based on such review, determine whether to recommend to the Board that the annual audited financial statements be included in the Corporation’s Annual Report on Form 10-K filed under the rules of the Securities and Exchange Commission.

3. Review and discuss with management and the independent auditors the Corporation’s quarterly financial reports before they are filed with the Securities and Exchange Commission or released.

4. Report Committee actions to the Board of Directors with such recommendations as the Committee may deem appropriate.

5. Prepare a report to shareholders to be included in the Corporation’s annual proxy statement as required by the rules of the Securities and Exchange Commission, the relevant stock exchange (as such rules may be modified or supplemented from time to time) and any other applicable regulatory authority.

6. Review the regular internal reports to management, or summaries thereof, prepared by the internal auditing department, as well as management’s responses. Review other relevant reports or financial information submitted by the Corporation to any governmental body or the public, including management certifications as required by the Sarbanes-Oxley Act of 2002, and relevant reports rendered by the independent auditors, or summaries thereof. Independent Auditors

7. The Corporation’s independent auditors are directly accountable to the Committee and the Board. The Committee shall be the sole authority to select, evaluate and retain the Corporation’s independent auditors and pre-approve the fees and other compensation to be paid to the independent auditors for their audit service. The Corporation shall, at all times, make adequate provision for the payment of all fees and other compensation approved by the Committee to the Corporation’s independent auditors. On an annual basis, or more frequently as conditions dictate, the Committee shall review and discuss with the independent auditors all significant relationships the auditors have with the Corporation to determine the auditors’ independence. Such review should include receipt and review of a report from the independent auditors regarding their independence consistent with the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Committee concerning independence. All engagements for any permissible non-audit services by the independent auditors must be pre-approved by the Committee before the commencement of any such services, and after the Committee has considered whether the performance of such services is compatible with the auditors’ independence. The Corporation’s independent auditors may not be engaged to perform prohibited activities under the Sarbanes-Oxley Act of 2002 or the rules of the Public Company Accounting Oversight Board or the Securities and Exchange Commission. Approval of non-audit services will be disclosed to investors in periodic reports as required by the Securities Exchange Act of 1934.

8. Oversee the work performed by the independent auditors; review their performance; actively engage in dialogue with the independent auditors with respect to any disclosed relationship or service that may affect the independence and objectivity of the auditor and take, or recommend that the full board take, appropriate action to oversee the independence of the independent auditors; and/or approve any proposed discharge or replacement of the independent auditors when circumstances warrant.

9. Consult with the independent auditors out of the presence of management about internal controls and the fullness and accuracy of the Corporation’s financial statements.

10. Before filing or releasing annual financial statements, discuss the conduct and results of the audit with the independent auditors, including a discussion of the matters required to be communicated to audit committees in accordance with Statement on Auditing Standards (SAS) No. 61, as amended by SAS No. 84 and SAS No. 90 (and as may be further modified or supplemented from time to time).

11. Obtain from the independent auditors assurance that the audit was conducted in a manner consistent with Section 10A of the Securities Exchange Act of 1934.

12. Consider the independent auditors’ judgments about the quality and appropriateness of the Corporation’s accounting principles and critical accounting policies and estimates as applied in its financial reporting; all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications for the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and other material written communications between the independent auditors and management.

Financial Reporting; Processes and Controls

13. Discuss significant financial risk exposures and the steps management has taken to monitor, control and report such exposures. Review significant findings prepared by the independent auditors and the principal accounting officer together with management’s responses. Review any significant changes to the Corporation’s auditing and accounting policies.

14. Consider and approve, if appropriate, significant changes to the Corporation’s auditing and accounting principles and practices as suggested by the independent auditors, executive management, or the principal accounting officer. Consider the independent auditors’ judgments about the quality and appropriateness of the Corporation’s accounting principles as applied in its financial reporting.

15. Receive and review any disclosure from the Corporation’s CEO or CFO, made in connection with the certification of the Corporation’s quarterly and annual reports filed with the Securities and Exchange Commission, of all significant deficiencies and material weaknesses in the design and operation of internal controls over financial reporting which are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial data; and any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal controls.

16. Review the Corporation’s significant controls, policies and procedures in connection with the assessment and management of enterprise risk, and coordinate with the Corporation’s internal auditing department to ensure that effective programs are in place to monitor compliance with applicable policies and procedures.

Process Improvement

17. Establish regular and separate systems of reporting to the Committee by members of the Corporation’s executive management, the independent auditors and the principal accounting officer regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to the appropriateness of such judgments.

18. Following completion of the annual audit, review separately with executive management, the independent auditors and/or the principal accounting officer, as the Committee deems necessary or appropriate, any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

19. Resolve any disagreements between management and the independent auditors regarding financial reporting.

20. Review with the independent auditors, the principal accounting officer and/or executive management, as the Committee deems necessary or appropriate, the extent to which changes or improvements in financial or accounting practices, as approved by the Audit Committee, have been implemented. (This review should be conducted at an appropriate time subsequent to implementation of changes or improvements, as decided by the Committee.)

Other and Legal Compliance

21. Approve the appointment and compensation of, and oversee the work of, any accounting firm employed by the Corporation.

22. On at least an annual basis, review with management of the Corporation and with the Corporation’s law firm(s) any legal matters that could have a significant impact on the Corporation’s financial statements, the Corporation’s compliance with applicable laws and regulations and any inquiries received from regulators or governmental agencies.

23. Oversee procedures for (a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, and (b) the confidential, anonymous submission to the Committee by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

24. Review, approve or disapprove, and report to the Board regarding all “related party transactions” (as defined in Securities and Exchange Commission Regulation S-K, Item 404), including all transactions between the Company and any director or officer (excepting compensation relationships for their services as such), and between the Company and any person or entity in which a director or officer has a material financial interest.

25. Retain, at the Corporation’s expense, special legal, accounting or other consultants or experts the Committee deems necessary to carry out its duties. The Corporation shall, at all times, make adequate provision for the payment of all fees and other compensation approved by the Committee to any consultants or experts employed by the Committee and for the payment of administrative expenses of the Committee that are, in the Committee’s discretion, necessary or appropriate in carrying out its duties.

26. Review and update periodically the Corporation’s Code of Business Conduct and Ethics (the “Code”), if any, and determine whether management has established a system to enforce this Code. Determine whether the Code is in compliance with all applicable rules and regulations. Review and reassess the adequacy of the Code at least annually, and more frequently as conditions dictate, and propose any amendments to the Code as the Committee deems necessary or appropriate.

27. Review management’s monitoring of the Corporation’s compliance with its Code, and determine whether management has the proper review system in place such that the Corporation’s financial statements, reports and other financial information disseminated to governmental organizations and the public satisfy legal requirements.

28. As assigned to it by the Board, investigate any potential conflict of interest between a director, executive officer or employee of the Corporation and the Corporation.

29. Consider and, if appropriate and permitted, grant any requested waivers of the Code and, in the case of waivers of the Code that may be granted only by the Board, make recommendations to the Board regarding such waivers.

30. Perform any other activities consistent with this Charter, the Corporation’s bylaws and governing law, as the Committee or the Board deems necessary or appropriate.

31. Maintain minutes of Committee meetings and periodically report to the Board on significant results of the foregoing activities.

Although the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to conduct audits or to determine that the Corporation’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles, which is the responsibility of management and the independent auditors. It is also the responsibility of management to assure compliance with laws and regulations and the Corporation’s corporate policies with oversight by the Committee in the areas covered by this Charter.

EX-99.8

Exhibit 99.8

BIOLINGUS (CAYMAN) LIMITED

Charter of the Compensation Committee of the Board of Directors

I. PURPOSE

The primary function of the Compensation Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of BIOLINGUS (CAYMAN) LIMITED (the “Corporation”) in fulfilling its responsibility to the shareholders with regard to oversight and determination of executive compensation and the Corporation’s compensation, philosophy, objectives and policies. The Committee shall also oversee compensation and benefits policies, strategies, and pay levels necessary to support the Corporation’s objectives and make recommendations regarding major compensation plans, policies and programs of the Corporation.

II. COMPOSITION

The Committee shall be composed of at least three members of the Board, one of whom shall serve as Chairperson. Except as otherwise permitted by the applicable relevant stock exchange rules and any other regulatory requirements, each member of the Committee shall be an “independent director” as that term is determined pursuant to Rule 10A-3 of the Securities Exchange Act of 1934 (as such requirements may be modified or supplemented from time to time). The members of the Committee shall be recommended by the Nominating and Corporate Governance Committee and elected by the Board and serve until their successors shall be duly elected and qualified or until their earlier death, resignation or removal from the Committee. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership. The Board may, pursuant to the bylaws, remove a member of the Committee provided that the Board must, at all times, assure that the Committee will have a Chairperson and sufficient members to satisfy the requirements set forth above relating to the number and qualifications of Committee members.

III. MEETINGS

The Committee shall meet as frequently as necessary, but not less than two (2) times a year. The meetings may be held in person or by videocall. Minutes of all Committee meetings shall be properly recorded. An agenda for each meeting shall be prepared and whenever reasonably practicable, the meeting agenda as well as the minutes of the previous Committee meeting shall be distributed to the Committee members prior to each meeting.

IV. RESPONSIBILITIES AND DUTIES

The Committee shall have the responsibility and authority to:

1.	In conjunction with the Board and/or the Nominating and Corporate Governance Committee of the Board, as appropriate, (i) review and approve the goals and objectives with respect to compensation for the Chief Executive Officer, (ii) evaluate the Chief Executive Officer’s performance in light of the established goals and objectives.
2.	Set the Chief Executive Officer’s compensation, including but not necessarily limited to salary, bonus, incentive and equity compensation and special or supplemental benefits.
3.	In conjunction with the Board and/or the Nominating and Corporate Governance Committee of the Board, as appropriate, oversee (i) the establishment of goals and objectives with respect to compensation for the named executive officers, and (ii) the Chief Executive Officer’s evaluation of the performance of the named executive officers in light of their established goals and objectives.

4.	Set the named executive officer’s compensation, including but not necessarily limited to salary, bonus, incentive and equity compensation and special or supplemental benefits.
5.	Review and approve compensation programs for the non-employee members of the Board.
6.	Review and oversee the Corporation’s policies relating to the compensation of its employees generally.
7.	Administer the stock plans of the Corporation (other than with respect to stock option grants to members of the Board, which shall be considered by the entire Board or granted in accordance with any previously determined automatic formula grants) in accordance with the terms of such plans and to grant and issue, or recommend the grant and issuance of, awards thereunder, including stock options, stock units, restricted stock and stock appreciation rights, to executive officers of the Corporation.
8.	Review the Corporation’s incentive compensation and other benefit plans and practices and recommend changes in such plans and practices to the Board.
9.	Administer the other compensation plans that may be adopted from time to time as authorized by the Board, including any Corporation employee stock purchase plan.
10.	As appropriate, approve the grants of stock options and other equity or long-term incentives to employees (under the Corporation’s option plans or otherwise), make recommendations to the Board with respect to incentive-compensation plans and equity-based plans.
11.	Select, evaluate and retain the Corporation’s independent compensation consultant, if any, and pre-approve the fees and other compensation to be paid to the independent compensation consultant for their services.
12.	Review and discuss with management the annual Compensation Discussion and Analysis (CD&A) disclosure regarding named executive officer compensation and, based on this review and discussions, recommend the inclusion of the CD&A disclosure in the Corporation’s annual public filings.
13.	Prepare the Compensation Committee report required by applicable laws and regulations for inclusion in the Corporation’s annual public filings.
14.	Review the Corporation’s significant controls, policies and procedures in connection with the assessment and management of enterprise risk in the areas of compensation of directors and employees, and coordinate with the Corporation’s management and internal auditing department to ensure that effective programs are in place to monitor compliance with applicable policies and procedures.
15.	Evaluate the Committee’s performance annually.

16.	Maintain minutes of Committee meetings and periodically report to the Board on significant results of the foregoing activities.
17.	Perform such other activities and functions as may be assigned to it from time to time by the Board.

V. POLICIES AND PROCEDURES

1.	Action. A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. The Committee may also meet by telephone or video conference. The Chairperson will preside, when present, at all meetings of the Committee. The Committee may also act by unanimous written resolution signed by all members in lieu of a meeting.
2.	Investigations. The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Corporation to meet with the Committee or any advisors engaged by the Committee.
3.	Consultants and Advisors. The Committee shall have the authority to retain, at the Corporation’s expense, special legal, accounting or other consultants or experts the Committee deems necessary to carry out its duties. The Corporation shall, at all times, make adequate provision for the payment of all fees and other compensation approved by the Committee to any consultants or experts employed by the Committee and for the payment of administrative expenses of the Committee that are, in the Committee’s discretion, necessary or appropriate in carrying out its duties.
4.	Charter. The Committee shall review and reassess the adequacy of this Charter at least annually, and more frequently as conditions dictate, and propose any amendments to the Charter as it deems necessary or appropriate.

EX-99.9

Exhibit 99.9

BIOLINGUS (CAYMAN) LIMITED

Charter of the Nominating and Corporate Governance Committee of the Board of Directors

I. PURPOSE

The primary functions of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of BIOLINGUS (CAYMAN) LIMITED (the “Corporation”) are: (a) to identify individuals qualified and suitable to become Board members and recommend to the Board the director nominees for each annual meeting of shareholders; (b) to ensure that the Audit, Compensation and Nominating and Corporate Governance Committee of the Board shall have the benefit of qualified and experienced “independent” Directors; and (c) to develop and recommend to the Board and oversee a set of effective corporate governance policies and procedures applicable to the Corporation.

II. COMPOSITION

If required by the relevant stock exchange, the Committee shall be composed of three or more of the “independent directors” (as that term is determined pursuant to Rule 10A-3 of the Securities Exchange Act of 1934, as such requirements may be modified or supplemented from time to time) of the Board. The members of the Committee shall serve until their successors shall be duly elected and qualified or until their earlier death, resignation or removal. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership. The Board may, pursuant to the bylaws, remove a member of the Committee provided that the Board must, at all times, assure that the Committee will have a Chairperson and sufficient members to satisfy the requirements set forth above relating to the number and qualifications of Committee members.

III. MEETINGS

The Committee shall meet as frequently as the discharge of its responsibilities shall require, but not less than two (2) times during each fiscal year. The meetings can be held in person or by video call. Minutes of all Committee meetings shall be properly recorded. An agenda for each meeting shall be prepared by the Chairperson and whenever reasonably practicable, the meeting agenda as well as the minutes of the previous Committee meeting shall be distributed to the Committee members prior to each meeting.

IV. GOALS AND RESPONSIBILITIES

The Committee shall have the responsibility and authority to:

Nominating

1. The Committee shall recommend to the Board appropriate criteria for the selection of new directors and shall periodically review the criteria adopted by the Board and, if deemed desirable, recommend to the Board changes to such criteria.

2. The Committee shall identify and recommend to the Board candidates the Committee believes are qualified and suitable to become members of the Board consistent with criteria for selection of new directors adopted from time to time by the Board; and recommend to the Board the nominees to stand for election as directors at each annual meeting of shareholders or, if applicable, at any special meeting of shareholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend to the Board an individual or individuals to fill such vacancy through appointment by a majority of the Corporation’s directors. The Committee will also review the qualifications of, and make recommendations regarding, director nominations submitted to the Corporation by shareholders in accordance with the Corporation’s by-laws or otherwise.

3. The Committee shall identify Board members qualified to fill vacancies on any committee of the Board (including the Committee), and recommend that the Board appoints the identified member or members to the respective committee. In recommending a member for committee membership, the Committee shall take into consideration the factors set forth in the charter of the committee, if any, as well as any other factors it deems appropriate, including without limitation, the Corporation’s corporate governance principles, the consistency of the prospective member’s experience with the goals of the committee and the interplay of the prospective member’s experience with the experience of the other committee members.

4. Prepare a description of the particular experience, qualifications, attributes or skills that led the Board to conclude that each director should serve as a director for the company as is required by applicable laws and regulations for inclusion in the Corporation’s annual public filings.

5. The Committee shall make recommendations to the Board from time to time as to changes in the size of the Board that the Committee believes to be desirable.

Corporate Governance

6. The Committee shall oversee the system of corporate governance (including significant controls, policies and procedures) of the Corporation, including: (i) reviewing and reassessing the adequacy of the system; (ii) recommending to the Board for approval any such changes to the system as the Committee believes are appropriate; and (iii) generally advising the Board (as a whole) on corporate governance matters.

7. The Committee shall establish procedures for the Committee to exercise oversight of the evaluation of the performance of the Board and management of the Corporation.

8. Assist the Board and management of the Corporation in evaluating potential candidates for executive officer positions and oversee the development of executive officer succession plans.

9. The Committee shall undertake and review with the Board an annual performance evaluation of the Committee, which shall compare the performance of the Committee with the requirements of this Charter and set forth the goals and objectives of the Committee for the upcoming year. The Committee shall conduct such performance evaluation in such manner as the Committee deems appropriate, and may report the results of its performance evaluation through an oral report by the chairperson of the Committee or any other member of the Committee designated by the Committee to make this report.

10. Oversee the orientation for new directors and suggest director education and training for the full Board, committees and/or individual directors, as appropriate.

11. Perform any other activities consistent with this Charter, the Corporation’s bylaws and governing law, as the Committee or the Board deems necessary or appropriate.

12. The Committee shall report periodically to the Board on significant results of its activities.

V. POLICIES AND PROCEDURES

1.	Action.
	A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. The Committee may so meet by telephone or video conference. The Chairperson will preside, when present, at all meetings of the Committee. The Committee may also act by unanimous written resolution signed by all members in lieu of a meeting.
2.	Investigations.
	The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Corporation to meet with the Committee or any advisors engaged by the Committee.
3.	Consultants and Advisors.
	The Committee shall have the authority to retain, at the Corporation’s expense, special legal, accounting or other consultants or experts the Committee deems necessary to carry out its duties. The Corporation shall, at all times, make adequate provision for the payment of all fees and other compensation approved by the Committee to any consultants or experts employed by the Committee and for the payment of administrative expenses of the Committee that are, in the Committee’s discretion, necessary or appropriate in carrying out its duties.
4.	Charter. The Committee shall review and reassess the adequacy of this Charter as frequently as conditions may dictate, and propose any amendments to the Charter as it deems necessary or appropriate.

EX-99.10

Exhibit 99.10

CONSENT OF Chi Kan Kwok

BIOLINGUS (CAYMAN) LIMITED (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee.

Dated: July 13, 2023

/s/ Chi Kan Kwok
Name:	Chi Kan Kwok

EX-99.11

Exhibit 99.11

CONSENT OF Keith Hon Kee Lau

BIOLINGUS (CAYMAN) LIMITED (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee.

Dated: July 13, 2023

/s/ Keith Hon Kee Lau
Name:	Keith Hon Kee Lau

EX-99.12

Exhibit 99.12

CONSENT OF Tuck Seng Low

BIOLINGUS (CAYMAN) LIMITED (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee.

Dated: July 13, 2023

/s/ Tuck Seng Low
Name:	Tuck Seng Low

EX-99.13

Exhibit 99.13

BIOLINGUS (CAYMAN) LIMITED

Grossmatt 6

CH-6052 Hergiswil NW

Switzerland

July 13, 2023

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:	BioLingus (Cayman) Limited (the “Company”)
	Confidential Submission of the Draft Registration Statement on Form F-1
	Request for Waiver and Representation under Item 8.A.4 of Form 20-F

Ladies and Gentlemen:

The undersigned, BioLingus (Cayman) Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), is submitting this letter via EDGAR to the Securities and Exchange Commission (the “Commission”) in connection with the Company’s confidential submission on the date hereof of its draft registration statement on Form F-1 (the “Draft Registration Statement”) relating to a proposed initial public offering and listing in the United States of the Company’s ordinary shares.

The Company has included in the Draft Registration Statement its audited consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, for each of the two fiscal years ended April 30, 2022 and 2021, and unaudited interim consolidated financial statements as of October 31, 2022 and for each of the six-month periods ended October 31, 2022 and 2021.

The Company respectfully requested that the Commission waive the requirement of Item 8.A.4 of Form 20-F (the “Waiver Request”), which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the filing (the “12-Month Requirement”).

The Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the offering (the “12-Month Requirement”). See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.

The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” See also the 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division of Corporation Finance of the Commission (the “Staff”) at Section III.B.c, in which the Staff notes that:

“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”

In connection with this waiver request, the Company represents to the Commission that:

● The Company is not currently a public reporting company in any jurisdiction.

● The Company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under any generally accepted auditing standards for any interim period.

● Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.

● The Company does not anticipate that its audited financial statements for the fiscal year ended April 30, 2023 will be available until August 2023.

● In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months

The Company is filing this letter as exhibit 99.13 to the Draft Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

Yours faithfully,
BioLingus (Cayman) Limited
By:	/s/ Yves Decadt
	Yves Decadt
	Chief Executive Officer

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

F-1

(Form Type)

BIOLINGUS (CAYMAN) LIMITED

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Equity

Ordinary Shares,  par value $0.000001 1 2

457(o)

3,450,000

$

16.00

55,200,000

$

0.00011020

$

6,083.04

Fees to Be Paid

Equity

Underwriter Warrants3

other

–

–

–

–

–

Fees to Be Paid

Equity

Ordinary Shares, $0.000001 par value 3

457(o)

172,500

$

17.60

3,036,000

$

0.00011020

$

334.57

Fees Previously Paid

Equity

–

–

–

–

–

–

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts

$

58,236,000

Total Fees Previously Paid

6,417.61

Total Fee Offsets

–

Net Fee Due

$

–

(1)	The registration fee for securities is based on an estimate of the Proposed Maximum Aggregate Offering Price of the securities, assuming the sale of the maximum number of shares at the highest expected offering price, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o). In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional Ordinary Shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions.
(2)	Includes the offering price of 450,000 Ordinary Shares that may be sold by the underwriter in order to cover any over-allotments.
(3)	The Registrant will issue to the underwriter warrants to purchase a number of Ordinary Shares equal to an aggregate of five percent (5%) of the Ordinary Shares (the “Underwriter Warrants”) sold in the offering. The exercise price of the Underwriter Warrants is equal to the 110% of offering price of the Ordinary Shares offered hereby. Assuming an exercise price of $17.60 per share, we would receive, in the aggregate, $3,036,000 upon exercise of the Underwriter Warrants (assuming the underwriter exercises its over-allotment option). The Underwriter Warrants are exercisable commencing on the effective date of the Offering at any time, and from time to time, in whole or in part, through the date of expiration and will expire on the fifth anniversary from the commencement of sale of this Offering.