GigaCloud Technology Inc
For the period ended Dec 31, 2023. Filed Mar 27, 2024.
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FY2023 · Filed Mar 27, 2024
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Item 15. Exhibit and Financial Statement Schedules
(a) List of Documents Filed as a Part of This Report:
(1) Financial Statements:
The financial statements are filed as part of this annual report on Form 10-K under Item 8, Financial Statements and Supplementary Data.
(2) Financial Statement Schedules:
All financial statement schedules are omitted because they are either inapplicable or not required, or because the required information is included in the consolidated financial statements or notes thereto contained in this annual report on Form 10-K.
(3) Exhibits.
| ExhibitNumber | Description of Document |
| 3.1 | Form of Seventh Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.2 from Amendment No. 1 to the Registrant’s registration statement on Form F-1 (File No. 333-266058) filed with the SEC on July 22, 2022) |
| 4.1 | Registrant’s Specimen Certificate for Class A Ordinary Shares (incorporated by reference to Exhibit 4.1 from Amendment No. 1 to the Registrant’s registration statement on Form F-1 (File No. 333-266058) filed with the SEC on July 22, 2022) |
| 4.2* | Description of Securities registered under Section 12 of the Exchange Act |
| 10.1# | 2008 Share Incentive Plan (incorporated by reference to Exhibit 10.1 from the Registrant’s registration statement on Form F-1 (File No. 333-266058) filed with the SEC on July 8, 2022) |
| 10.2# | 2017 Share Incentive Plan (incorporated by reference to Exhibit 10.2 from the Registrant’s registration statement on Form F-1 (File No. 333-266058) filed with the SEC on July 8, 2022) |
| 10.3* | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers |
| 10.4# | Form of Employment Agreement between the Registrant and each of its executive officers (incorporated by reference to Exhibit 10.4 from the Registrant’s registration statement on Form F-1 (File No. 333-266058) filed with the SEC on July 8, 2022) |
| 10.5 | Form of Account Control Agreement (incorporated by reference to Exhibit 10.5 from the Registrant’s registration statement on Form F-1 (File No. 333-266058) filed with the SEC on July 8, 2022) |
| 10.6 | Fifth Amended and Restated Shareholders Agreement among the Registrant and other parties thereto dated February 28, 2021 (incorporated by reference to Exhibit 4.2 from our registration statement on Form F-1 (File No. 333-266058) filed with the SEC on July 8, 2022) |
| 10.7 | Fourth Amended and Restated Registration Rights Agreement among the Registrant and other parties thereto dated February 28, 2021 (incorporated by reference to Exhibit 4.3 from our registration statement on Form F-1 (File No. 333-266058) filed with the SEC on July 8, 2022) |
| 10.8 | Founder Undertaking Agreement entered into among the founder of the Registrant, the Registrant and other parties thereto dated July 6, 2022 (incorporated by reference to Exhibit 4.4 from our registration statement on Form F-1 (File No. 333-266058) filed with the SEC on July 8, 2022) |
| 10.9 | Form of Ordinary Share Purchase Warrant of the Registrant (incorporated by reference to Exhibit 4.5 from Amendment No. 1 to our registration statement on Form F-1 (File No. 333-266058) filed with the SEC on July 22, 2022) |
| 10.10* | Asset Purchase Agreement by and among Noble House Home Furnishings LLC and Certain Affiliates and the Registrant dated September 11, 2023 |
| 19* | Insider trading policy of the Registrant |
| 21.1* | Principal Subsidiaries of the Registrant |
| 23.1* | Consent of KPMG Huazhen LLP, an independent registered public accounting firm |
| 23.2* | Consent of Maples and Calder (Hong Kong) LLP |
| 23.3* | Consent of Han Kun Law Offices |
| 31.1* | Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Certification by the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Certification by the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1* | Clawback Policy |
| 101.INS* | Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
|---|---|
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (embedded within the Exhibit 101 Inline XBRL document) |
- Filed herewith.
** Furnished herewith. This certification is deemed not “filed” by us for purposes of Section 18 of the Exchange Act , or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference.
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