Rich Sparkle Holdings Ltd 6-K, filed Nov 20, 2025
Rich Sparkle Holdings Ltd (ANPA)
6-K
2025-11-20
For: 2025-11-20
View Original
Added on
April 12, 2026
About this 6-K
Rich Sparkle Holdings Ltd filed this 6-K on November 20, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-42724
Rich Sparkle Holdings Limited
(Registrant’s Name)
Portion 2, 12th Floor, The Center,
99 Queen’s Road Central,
Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Information contained in this report
Entry into Material Definitive Agreements
The Subscription Agreement
On November 20, 2025, Rich Sparkle Holdings Limited, a British Virgin Islands company with limited liability (the “Company”) entered into (i) a subscription agreement (the “Subscription Agreement”) with its wholly-owned subsidiary, Rich Bright Corporate Limited (the “Subsidiary”), and Dragon Port Developments Limited, one of the investment vehicles of Animoca Brands Corporation Limited (“Animoca”), and (ii) a shareholders’ agreement among the same parties (the “Shareholders’ Agreement”, together with the Subscription Agreement, the “Transaction Agreements”). The Subsidiary was incorporated on November 14, 2025, with the Company as its sole shareholder.
Under the Subscription Agreement, and subject to the satisfaction of customary closing conditions, the Subsidiary agreed to issue and allot, and Animoca agreed to subscribe for, 4,900 class A preferred shares of the Subsidiary (the “Subscription Shares”).
These Subscription Shares will be issued as fully paid shares, free from all encumbrances and with all rights attaching from the date of issuance, including voting rights, dividend entitlements, and other rights as provided under the Subsidiary’s amended and restated memorandum and articles of association and the Shareholders’ Agreement.
Immediately upon completion (“Completion”), the equity structure of the Subsidiary will be as follows:
| ● | The Company will hold 5,100 ordinary shares (representing approximately 51% of the fully-diluted and as-converted share capital); and | |
| ● | Animoca will hold 4,900 class A preferred shares (representing approximately 49% of the fully-diluted and as-converted share capital). |
Prior to Completion, and as
an inter-company step contemplated by the agreement, the Company will issue and allot to the Subsidiary such number of ordinary shares
(the “Company’s Shares”) having an aggregate value of US$3,122,449, calculated by dividing that dollar amount by the
closing price of the Company’s listed ordinary shares on the Nasdaq Capital Market on the date of the agreement.
The issuance of the Company’s Shares is a condition precedent to Animoca’s obligation to subscribe for the Subscription Shares.
In consideration for the issuance of the Subscription Shares, Animoca will contribute digital assets denominated in Open Campus unit. At Completion, Animoca shall deposit, or cause to be deposited, an amount of unit equal in value to US$3,000,000, determined by dividing such dollar amount by the closing price of the unit as quoted on CoinMarketCap one (1) day prior to the date of the agreement.
The securities to be issued and sold by the Company under the Subscription Agreements, including the Company’s Shares, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission (the “SEC”) or an applicable exemption from the registration requirements of the Securities Act and such state securities laws.
The Shareholders’ Agreement
Concurrently with the execution of the Subscription Agreement, the Company, the Subsidiary and Animoca also entered into a Shareholders’ Agreement to govern their respective rights and obligations as shareholders of the Subsidiary following Completion. The Shareholders’ Agreement sets forth customary corporate governance and operational arrangements, including
| ● | the composition of the board of directors (three members, two appointed by ANPA and one by Animoca); |
| ● | reserved matters requiring the mutual consent of both shareholders; |
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| ● | restrictions on the transfer of shares and on the disposal of the Company’s Shares held by the Subsidiary; |
| ● | provisions for the joint management of a brokerage account through dual authorization controls; and |
The Shareholders’ Agreement also contains customary representations, warranties, confidentiality, and termination provisions.
Completion of the Transaction Documents is subject to the satisfaction (or waiver) of certain conditions, including corporate approvals, opening of a designated brokerage account for holding the Company’s Shares, and the filing of the Subsidiary’s restated constitutional documents in the British Virgin Islands.
Strategic Collaboration with Animoca
The Company believes that its strategic collaboration with Animoca and participation in the Open Campus ecosystem will serve as an important milestone toward its digital transformation and Web3 expansion strategy.
About Open Campus: Open Campus is a decentralized education protocol that aims to revolutionize content creation, distribution, and accreditation in the global education industry.
About Animoca: Animoca Brands Corporation Limited is a global Web3 and digital-entertainment company headquartered in Hong Kong that specializes in blockchain-based gaming, digital-asset management, and intellectual-property licensing. Animoca Brands and its affiliates are recognized for investing in and developing blockchain ecosystems such as The Sandbox.
The foregoing summaries of the Transaction Documents do not purport to be complete and are subject to and are qualified in their entirety by copies of such documents filed as Exhibits 10.1 and 10.2, respectively to this Current Report on Form 6-K and are incorporated herein by reference.
This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Rich Sparkle Holdings Limited | ||
| Date: November 20, 2025 | By: | /s/ Tsz Keung, CHAN |
| Name: | Tsz Keung, CHAN | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
DATE:
RICH SPARKLE HOLDINGS LTD
AND
RICH BRIGHT CORPORATE LIMITED 耀發有限公司
AND
DRAGON PORT DEVELOPMENTS LIMITED
AGREEMENT FOR THE SUBSCRIPTION
OF CLASS A PREFERRED SHARES IN
RICH BRIGHT CORPORATE LIMITED 耀發有限公司
CONTENTS
| Clause | Heading | Page | ||
| 1. | Interpretation | 1 | ||
| 2. | Issuance and Subscription of Subscription Shares | 7 | ||
| 3. | Consideration | 8 | ||
| 4. | Conditions | 8 | ||
| 5. | Completion | 10 | ||
| 6. | Restriction on announcements | 11 | ||
| 7. | ANPA Warranties | 12 | ||
| 8. | Company Warranties | 13 | ||
| 9. | Animoca Warranties | 13 | ||
| 10. | Further assurance | 14 | ||
| 11. | Right of rescission | 15 | ||
| 12. | Access to information | 15 | ||
| 13. | Transfer restrictions | 15 | ||
| 14. | Brokerage account | 16 | ||
| 15. | Redemption | 16 | ||
| 16. | Notices | 17 | ||
| 17. | Limitation of liability | 18 | ||
| 18. | Indemnity | 18 | ||
| 19. | Time and no waiver | 19 | ||
| 20. | Invalidity | 19 | ||
| 21. | Amendments | 19 | ||
| 22. | Assignment | 19 | ||
| 23. | Entire agreement | 19 | ||
| 24. | Costs | 19 | ||
| 25. | Counterpart | 20 | ||
| 26. | Governing law and jurisdiction | 20 | ||
| 27. | Third parties’ rights | 20 | ||
| Schedules | ||||
| Schedule 1 | Details of the Company | 21 | ||
| Schedule 2 | ANPA Warranties | 22 | ||
| Schedule 3 | Company Warranties | 24 | ||
| Schedule 4 | Animoca Warranties | 37 | ||
| Exhibits | ||||
| Exhibit A | Form of Shareholders’ Agreement | |||
| Exhibit B | Form of Restated M&A | |||
| Execution | ||||
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THIS AGREEMENT (this “Agreement”) is made on 2025
| AMONG: |
| (1) | RICH SPARKLE HOLDINGS LTD, a company incorporated in the British Virgin Islands with limited liability and having its principal executive office at Portion 2, 12/F, The Center, 99 Queen’s Road Central, Hong Kong (“ANPA”); |
| (2) | RICH BRIGHT CORPORATE LIMITED 耀發有限公司, a BVI business company incorporated in the British Virgin Islands, having its registered office at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the “Company”); and |
| (3) | DRAGON PORT DEVELOPMENTS LIMITED, a company incorporated in the British Virgin Islands and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (“Animoca”). |
| WHEREAS: |
| (A) | The ordinary shares of ANPA are listed on the Nasdaq Capital Market (the “Stock Exchange”) under the symbol “ANPA” (the “ANPA Shares”). |
| (B) | The Company is a company duly incorporated and validly existing under the laws of the British Virgin Islands with limited liability. As at the date of this Agreement, ANPA is the sole legal and beneficial owner of one (1) ordinary share of the Company, representing the entire issued share capital of the Company. Further details of the Company are set out in Schedule 1. |
| (C) | ANPA has agreed to issue and allot, and the Company has agreed to subscribe for, the Listco Shares (as defined below) immediately upon the signing of this Agreement (the “Listco Share Issuance”). |
| (D) | Subject to and conditional upon the completion of the Listco Share Issuance, the Company has agreed to issue and allot, and Animoca has agreed to subscribe for, 4,900 Class A Preferred Shares of the Company (the “Subscription Shares”), on the terms and subject to the conditions set forth in this Agreement. In consideration thereof, Animoca has agreed to deposit, or procure the deposit of, the $EDU Consideration (as defined below) to the Wallet Address (as defined below). |
| (E) | Immediately following the Completion, (i) ANPA shall hold 5,100 ordinary shares of the Company, representing 51% of the entire issued share capital of the Company on a fully-diluted and as-converted basis; and (ii) Animoca shall hold 4,900 Class A Preferred Shares of the Company, representing 49% of the entire issued share capital of the Company on a fully-diluted and as-converted basis. |
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NOW IT IS HEREBY AGREED as follows:
| 1. | INTERPRETATION |
| 1.1 | In this Agreement (including the Recitals and Schedules), unless the context requires otherwise, the following words and expression shall have the meanings ascribed to each of them respectively below: |
| “$EDU” | means the Open Campus token (ticker: $EDU) | |
| “$EDU Consideration” | has the meaning ascribed thereto in Clause 3.1 | |
| “Action” | any charge, claim, action, complaint, petition, investigation, appeal, suit, litigation, grievance, inquiry or other proceeding, whether administrative, civil, regulatory or criminal, whether at law or in equity, or otherwise under any applicable law, and whether or not before any mediator, arbitrator or Governmental Authority | |
| “Affiliate” | of a particular Person means any Person controlling, controlled by or under common control with such particular Person, where “control” means the power to direct the management or policies of a Person, whether through the ownership of more than fifty per cent (50%) of the voting power of such Person, through the power to appoint a majority of the members of the board of directors or similar governing body of such Person, through contractual arrangements or otherwise, and references to “controlled” or “controlling” shall be construed accordingly | |
| “Animoca Director” | has the meaning ascribed thereto in Clause 5.3(d) | |
| “Animoca Warranties” | the representations, warranties and undertakings set out in Schedule 4 provided by Animoca under this Agreement | |
| “ANPA Warranties” | the representations, warranties and undertakings set out in Schedule 2 provided by ANPA under this Agreement | |
| “Authorised Person” | has the meaning ascribed thereto in Clause 14.1 | |
| “Brokerage Account” | a brokerage account in the name of the Company opened with the Designated Broker |
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| “Business Day” | any day other than a Saturday, Sunday or other day on which commercial banking institutions in Hong Kong are authorized or required by law or executive order to close, or on which a tropical cyclone warning no. 8 or above or a “black” rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m. Hong Kong time | |
| “Class A Preferred Shares” | means the Class A preferred shares of the Company with a par value of US$1.00, having the rights and restrictions set forth in this Agreement and in the Restated M&A | |
| “Company Warranties” | the representations, warranties and undertakings set out in Schedule 3 provided by ANPA and the Company under this Agreement | |
| “Completion” | completion of the issuance and subscription of the Subscription Shares in accordance with the terms and conditions of this Agreement | |
| “Completion Date” | the date falling on the fifth (5th) Business Day after the fulfillment (or waiver) of the conditions set out in Clauses 4.1 to 4.3 or such other date as ANPA and Animoca may agree in writing, on which Completion shall take place | |
| “Consent” | any consent, approval, authorization, release, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Person, including any Governmental Authority | |
| “Designated Broker” | First Securities (HK) Limited | |
| “Disclosed” | in respect of the ANPA Warranties, disclosed in a full, fair, specific and accurate manner elsewhere in this Agreement (including the Schedules) against which ANPA Warranties disclosure is made; in respect of the Company Warranties, disclosed in a full, fair, specific and accurate manner elsewhere in this Agreement (including the Schedules) against which Company Warranties disclosure is made; or in respect of the Animoca Warranties, disclosed in a full, fair, specific and accurate manner elsewhere in this Agreement (including the Schedules) against which the Animoca Warranties disclosure is made |
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| “Early Redemption Notice” | has the meaning ascribed thereto in Clause 15.1 | |
| “Early Redemption Profit” | has the meaning ascribed thereto in Clause 15.1 | |
| “Encumbrance” | any mortgage, charge, pledge, lien, (otherwise than arising by statute or operation of law), hypothecation or other encumbrance, priority or security interest, deferred purchase, title retention, leasing, sale-and-purchase or sale-and-leaseback arrangement whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same and “Encumber” shall be construed accordingly | |
| “Governmental Authority” | any nation or government or any province or state or any other political subdivision thereof, or any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization or national or international stock exchange, including the SEC | |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China | |
| “Indemnifiable Losses” | with respect to any Person, any cost, damage, disbursement, expense, liability, loss, diminution in value or penalty (and in any event excluding any loss of profits or other consequential, indirect, exemplary, special, speculative or punitive losses or damages), together with all interest, penalties, reasonable legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution and defense of claims therefor and amounts paid in settlement thereof, that are actually imposed on or otherwise actually incurred or suffered by such Person | |
| “Indemnified Party” | has the meaning ascribed thereto in Clause 18 |
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| “Indemnifying Party” | has the meaning ascribed thereto in Clause 18 | |
| “Intellectual Property Rights” | all industrial and intellectual property right used or required by the Company, including (without limitation) patents, trademarks, service marks, trade names, domain names, designs, copyrights and the copyright in all drawings, plans, specifications, designs and computer software (including in each application therefor) in any part of the world and whether or not registered or registrable and all know-how, inventions, formulae, trade secrets, confidential or secret processes and information (including all documents relating thereto) | |
| “Listco Shares” | has the meaning ascribed thereto in Clause 2.2 | |
| “Mandatory Redemption Profit” | has the meaning ascribed thereto in Clause 15.2 | |
| “Material Adverse Effect” | a material adverse effect on the financial position, business or property, results of operations of the Company as a whole or the Company’s ability to perform its obligations under any this Agreement | |
| “Person” | any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity | |
| “PRC” | the People’s Republic of China which, for the purpose of this Agreement, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan | |
| “Redemption Cut-off Date” | the first-year anniversary of the Completion Date |
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| “Redemption Date” | the date of the redemption of the Subscription Shares in full in accordance with Clause 15.1 or Clause 15.2, as applicable | |
| “Restated M&A” | has the meaning ascribed thereto in Clause 4.1(d) | |
| “SEC” | the United States Securities and Exchange Commission | |
| “Shareholders’ Agreement” | the shareholders’ agreement in relation to the Company in the form set forth in Exhibit A attached hereto, which shall be entered into by and among ANPA, Animoca and the Company and effective upon Completion | |
| “this Agreement” | this agreement for the issue and subscription of the Subscription Shares, as amended from time to time in accordance with the terms of this Agreement | |
| “Taxation” | all forms of taxation imposed, assessed or collected by any tax authority in the world, including all forms of profits tax, interest tax, estate duty and stamp duty and all levies, imposts, duties, charges, fees, deductions and withholdings whatsoever charged or imposed by any statutory, governmental state, provincial, local government or municipal authority whatsoever and the expression “Tax” shall be construed accordingly | |
| “Transaction Documents” | collectively, this Agreement, the Shareholders’ Agreement, the Restated M&A and any other document or instrument expressly required to be executed and delivered in connection with the transactions contemplated by this Agreement, and “Transaction Document” means any of the Transaction Documents | |
| “Transfer” | to, directly or indirectly, sell, transfer, assign, gift, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition, whether or not for consideration | |
| “US$” | U.S. dollars, the lawful currency of the United States of America | |
| “Wallet Address” | the wallet address at 0x2CCB73564Bd94ea22175c0d9F147066BB1172f35 | |
| “%” | per cent |
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| 1.2 | References herein to Clauses and the Schedules are to clauses in and the schedules to, this Agreement unless the context requires otherwise and the Schedules to this Agreement shall be deemed to form part of this Agreement. |
| 1.3 | In this Agreement, “as-converted” or any variation thereof means that the calculation should be made assuming that the all issued and outstanding Class A Preferred Shares have been converted into ordinary shares of the Company. |
| 1.4 | The headings are inserted for convenience only and shall not affect the construction of this Agreement. |
| 1.5 | Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender. |
| 1.6 | In this Agreement, any reference to a document in the “agreed form” is to a form of the relevant document which is in form and substance satisfactory to ANPA and Animoca. |
| 1.7 | In this Agreement, the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. |
| 1.8 | In this Agreement, any share number or share price calculation shall be appropriately adjusted to take into account any share split, share dividends, share consolidation, share combination, recapitalization, bonus issue or similar event. |
| 1.9 | In this Agreement, references to “writing,” “written” and comparable expressions include any mode of reproducing words in a legible and non-transitory form including emails and faxes, provided the sender complies with the provisions of Clause 16. |
| 1.10 | In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. |
| 2. | ISSUANCE AND SUBCRIPTION OF SUBSCRIPTION SHARES |
| 2.1 | Subject to and upon the terms and conditions of this Agreement, at Completion, the Company shall issue and allot, and Animoca shall subscribe for, the Subscription Shares, credited as fully paid, free from all Encumbrances, and with all rights, title, interests attaching thereto from the date of issuance, including but not limited to voting rights, dividend rights and any other rights conferred by the Restated M&A and the Shareholders’ Agreement. |
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| 2.2 | After the execution of this Agreement but prior to the Completion, ANPA shall issue and allot, and the Company shall subscribe for, such number of ANPA Shares equal to (i) US$3,122,449 divided by (ii) the closing price of the ordinary shares of ANPA as quoted on https://www.nasdaq.com/market-activity/stocks/anpa on the date of this Agreement (or such other day as may be agreed in writing by ANPA and Animoca) (the “Listco Shares”). |
| 2.2 | Notwithstanding any other provision of this Agreement, Animoca shall not be obliged to subscribe for, accept the issue and allotment of, or pay for any of the Subscription Shares unless and until (i) ANPA has irrevocably and unconditionally issued the Listco Shares to the Company in full; (ii) the Company is the sole legal and beneficial owner of the Listco Shares, free from all Encumbrances; and (iii) all necessary corporate approvals, shareholder resolutions, regulatory consents, and filings required for the valid issuance of the Listco Shares have been duly obtained and remain in full force and effect. |
| 3. | CONSIDERATION |
| 3.1 | In consideration of the issuance of the Subscription Shares by the Company to Animoca, Animoca shall, at Completion, deposit or procure the deposit of, such number of $EDU equal to (i) US$3,000,000 divided by (ii) the closing price of $EDU as shown on https://coinmarketcap.com/currencies/open-campus/historical-data/ under the column titled “Close**”on the date that is one (1) day prior to the date of this Agreement (the “$EDU Consideration”). |
| 3.2 | Each of ANPA and the Company acknowledges and agrees that Animoca shall deposit the $EDU Consideration to the Wallet Address. |
| 4. | CONDITIONS |
| 4.1 | The obligations of the Company and Animoca to consummate the Completion are conditional upon and subject to the satisfaction of the following conditions: |
| (a) | no applicable laws shall have been adopted or promulgated by any Governmental Authority, and no temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority of competent jurisdiction shall be in effect, having the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; |
| (b) | no Action or legal proceeding shall have been initiated, pending or threatened by any Governmental Authority or any other Person having the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; |
| (c) | the Brokerage Account having been opened; and |
| (d) | the memorandum and articles of association of the Company having been (i) amended and restated to be in the form attached hereto as Exhibit B and (ii) filed with the Registry of Corporate Affairs in the British Virgin Islands (such memorandum and articles of association of the Company, the “Restated M&A”). |
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| 4.2 | The obligations of the Company to consummate the Completion are subject to the satisfaction or waiver (by the Company) of the following conditions: |
| (a) | each of the Animoca Warranties shall be true and correct in all respects when made and at the Completion as if made anew as of such time (except to the extent any such representation or warranty expressly relates to an earlier date, as of such earlier date); |
| (b) | Animoca shall have performed and complied in all material respects with all obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Completion; and |
| (c) | all corporate and other approval procedures on the part of Animoca with respect to this Agreement and the transactions contemplated hereby shall have been completed. |
| 4.3 | The obligations of Animoca to consummate the Completion are subject to the satisfaction or waiver (by Animoca) of the following conditions: |
| (a) | each of the ANPA Warranties and the Company Warranties shall be true and correct in all respects when made and at the Completion as if made anew as of such time (except to the extent any such representation or warranty expressly relates to an earlier date, as of such earlier date); |
| (b) | each of ANPA and the Company shall have performed and complied in all material respects with all obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Completion; |
| (c) | all corporate and other approval procedures on the part of ANPA and the Company with respect to this Agreement and the transactions contemplated hereby shall have been completed; |
| (d) | ANPA shall have issued and alloted the Listco Shares to the Company free from Emcumbrances; and |
| (e) | all Consents of any competent Governmental Authority or of any other Person that are required to be obtained by ANPA or the Company in connection with the consummation of the transactions contemplated by this Agreement (including the Listco Share Issuance and the issuance and allotment of the Subscription Shares) shall have been duly obtained and effective as of the Completion, with evidence thereof provided to Animoca to its satisfaction. |
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| 4.4 | The Company shall use its reasonable endeavours to procure the fulfillment of the conditions set out in Clause 4.1(c), Clause 4.1(d) and Clause 4.3 as soon as possible and in any event before the Long Stop Date. Animoca shall use its reasonable endeavours to procure the fulfillment of the conditions set out in Clause 4.2 as soon as possible and in any event before the Long Stop Date. |
| 4.5 | The Company may at its absolute discretion at any time waive in writing any of the conditions set out in Clause 4.2 (in whole or in part, to the extent it is capable of being waived) and such waiver may be made subject to such terms and conditions as are determined by the Company. Animoca may at its absolute discretion at any time waive in writing any of the conditions set out in Clause 4.3 (in whole or in part, to the extent it is capable of being waived) and such waiver may be made subject to such terms and conditions as are determined by Animoca. Notwithstanding the foregoing two sentences of this Clause 4.5, the conditions set out in Clause 4.1, Clause 4.3(d) and Clause 4.3(e) are incapable of being waived. If the conditions set out in Clause 4.1, Clause 4.2 or Clause 4.3 have not been satisfied (or as the case may be, waived) on or before 4:00 p.m. on 31 December 2025, or such later date as ANPA, the Company and Animoca may mutually agree in writing (the “Long Stop Date”), this Agreement shall cease and terminate on the Long Stop Date (save and except Clauses 6, 16, 17, 18, 24, 26 and 27 which shall continue to have full force and effect), and none of parties shall have any obligations and liabilities towards each other hereunder save for any antecedent breaches of the terms hereof. |
| 5. | COMPLETION |
| 5.1 | Upon compliance with or fulfillment (or waiver) of all the conditions set out in Clause 4.1 through Clause 4.3, the Completion shall take place on the Completion Date provided that all the acts and requirements set out in this Clause 5 shall be complied with. |
| 5.2 | At Completion, the Company shall issue and allot the Subscription Shares to Animoca in accordance with Clause 2.1 and Animoca shall deposit or procure the deposit of the $EDU Consideration in accordance with Clause 3.1. |
| 5.3 | At Completion, the Company and ANPA shall jointly and severally deliver or cause to be delivered to Animoca: |
| (a) | copies of the share certificate(s) in respect of the Subscription Shares with the original(s) to be delivered to Animoca within five (5) Business Days after the Completion Date; |
| (b) | a copy of the Shareholders’ Agreement duly executed by ANPA and the Comany; |
| (c) | a copy, certified as true and complete by a director of the Company, of the updated register of members showing the issuance and allotment of the Subscription Shares to Animoca; |
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| (d) | a copy, certified as true and complete by a director of the Company, of the updated register of directors showing the appointment of one (1) director nominated by Animoca (the “Animoca Director”); |
| (e) | the original of a confirmation signed by ANPA, confirming there being no breach of any of the ANPA Warranties or any of the Company Warranties, such confirmation to be in a form and substance satisfactory to Animoca; |
| (f) | the original of a confirmation signed by the Company, confirming there being no breach of any of the Company Warranties, such confirmation to be in a form and substance satisfactory to Animoca; and |
| (g) | a copy, certified as true and complete by a director of the Company, of resolutions of the board of directors of the Company approving the following and authorising a person or persons to execute the same (with seal, where appropriate) for and on their behalf: |
| (i) | this Agreement and other documents necessary for the purpose of effecting this transaction; |
| (ii) | the issuance and allotment of the Subscription Shares to Animoca; |
| (iii) | the adoption of the Restated M&A; |
| (iv) | the execution of the Shareholders’ Agreement; |
| (v) | the appointment of the Animoca Director; and |
| (vi) | the filing of the Restated M&A, the notice of change to the register of directors in respect of the appointment of the Animoca Director, and a copy of the updated register of members in respect of the issuance and allotment of the Subscription Shares with the Registrar of Corporate Affairs in the British Virgin Islands; |
| (h) | such other documents as may be reasonably required to give to Animoca and/or its nominee(s) good title to the Subscription Shares and to enable Animoca and/or its nominee(s) to become the registered owner thereof. |
| 5.4 | At Completion, Animoca shall deliver or cause to be delivered to the Company a copy of the Shareholders’ Agreement duly executed by Animoca. |
| 6. | RESTRICTION ON ANNOUNCEMENTS |
| 6.1 | Each of the parties undertakes to the others that it will not, at any time after the date of this Agreement, divulge or communicate to any person other than to its Affiliates and its and its Affiliates’ respective officers, directors, employees and professional advisers, or when required by law or regulation or any rule of any regulatory authority (including the SEC) and relevant stock exchange body (including the Stock Exchange), any confidential information concerning the business, accounts, finance or contractual arrangements or other dealings, transactions or affairs of any of the others which may be within or may come to its knowledge and it shall use its best endeavours to prevent the publication or disclosure of any such confidential information concerning such matters. |
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| 6.2 | No public announcement or communication of any kind shall be made in respect of the subject matter of this Agreement unless specifically agreed between the parties hereto or unless an announcement is required pursuant to the applicable law and the regulations or the requirements of the Stock Exchange, the SEC or any other Governmental Authority. Any announcement by any party hereto required to be made pursuant to any relevant law or regulation or the requirements of the Stock Exchange, the SEC or Governmental Authority shall be issued only after such prior consultation with each of the other parties hereto as is reasonably practicable in the circumstances and after incorporating any reasonable comments from any other party hereto. |
| 7. | ANPA WARRANTIES |
| 7.1 | ANPA hereby represents and warrants to Animoca and its successors and assigns that the ANPA Warranties are true and accurate in all respects as at the date of this Agreement and will continue to be so up to and including the time of Completion (or, if applicable, the respective date specified in Schedule 2). |
| 7.2 | Each of the ANPA Warranties is without prejudice to any other ANPA Warranty and, except here expressly or otherwise stated, no provision in any ANPA Warranty shall govern or limit the extent or application of any other provision in any ANPA Warranty. ANPA hereby agrees that Animoca shall treat each of the ANPA Warranties as a condition of this Agreement. |
| 7.3 | The ANPA Warranties shall survive Completion for thirty (30) months thereafter and the rights and remedies of Animoca in respect of any breach of the ANPA Warranties shall not be affected by Completion or by Animoca failing to exercise or delaying the exercise of any right or remedy, or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercise. |
| 7.4 | Animoca shall be entitled to take action both before and after Completion in respect of any breach or non-fulfillment of any of the ANPA Warranties and Completion shall not in any way constitute a waiver of any right of Animoca. |
| 7.5 | ANPA undertakes in relation to any ANPA Warranty which refers to the knowledge, information or belief of ANPA that it has made full enquiry into the subject matter of that ANPA Warranty which are reasonable in all circumstances and that it does not have the knowledge, information or belief that the subject matter of that ANPA Warranty may not be correct, complete or accurate. |
| 7.6 | To the extent legally permitted and reasonably practicable, ANPA shall promptly inform Animoca in writing of any fact, matter, event or circumstance which renders any of the ANPA Warranties untrue, inaccurate or misleading or will give rise to a breach of any of the ANPA Warranties. |
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| 8. | COMPANY WARRANTIES |
| 8.1 | Each of ANPA and the Company hereby jointly and severally represents and warrants to Animoca and its successors and assigns that the Company Warranties are true and accurate in all respects as at the date of this Agreement and will continue to be so up to and including the time of Completion (or, if applicable, the respective date specified in Schedule 3). |
| 8.2 | Each of the Company Warranties is without prejudice to any other Company Warranty and, except here expressly or otherwise stated, no provision in any Company Warranty shall govern or limit the extent or application of any other provision in any Company Warranty. Each of ANPA and the Company hereby agrees that Animoca shall treat each of the Company Warranties as a condition of this Agreement. |
| 8.3 | The Company Warranties shall survive Completion for thirty (30) months thereafter and the rights and remedies of Animoca in respect of any breach of the Company Warranties shall not be affected by Completion or by Animoca failing to exercise or delaying the exercise of any right or remedy, or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercise. |
| 8.4 | Animoca shall be entitled to take action both before and after Completion in respect of any breach or non-fulfillment of any of the Company Warranties and Completion shall not in any way constitute a waiver of any right of Animoca. |
| 8.5 | Each of ANPA and the Company undertakes in relation to any Company Warranty which refers to the knowledge, information or belief of the Company, each of ANPA and the Company has made full enquiry into the subject matter of that Company Warranty which are reasonable in all circumstances and neither ANPA nor the Company has the knowledge, information or belief that the subject matter of that Company Warranty may not be correct, complete or accurate. |
| 8.6 | To the extent legally permitted and reasonably practicable, the Company shall, and ANPA shall cause the Company to, promptly inform Animoca in writing of any fact, matter, event or circumstance which renders any of the Company Warranties untrue, inaccurate or misleading or will give rise to a breach of any of the Company Warranties. |
| 9. | ANIMOCA WARRANTIES |
| 9.1 | Animoca hereby represents and warrants to the Company that the Animoca Warranties are true and accurate in all material respects as at the date of this Agreement and will continue to be so up to and including the time of Completion. |
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| 9.2 | Each of the Animoca Warranties is without prejudice to any other Animoca Warranty and, except here expressly or otherwise stated, no provision in any Animoca Warranty shall govern or limit the extent or application of any other provision in any Animoca Warranty. |
| 9.3 | The Animoca Warranties shall survive Completion for thirty (30) months thereafter and the rights and remedies of the Company in respect of any breach of the Animoca Warranties shall not be affected by Completion or by the Company failing to exercise or delaying the exercise of any right or remedy, or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release and no single or partial exercise of any right or remedy shall preclude any further or other exercise. |
| 9.4 | The Company shall be entitled to take action both before and after Completion in respect of any breach or non-fulfillment of any of the Animoca Warranties and Completion shall not in any way constitute a waiver of any right of the Company. |
| 9.5 | Animoca undertakes in relation to any Animoca Warranty which refers to the knowledge, information or belief of Animoca that it has made full enquiry into the subject matter of that Animoca Warranty which are reasonable in all circumstances and that it does not have the knowledge, information or belief that the subject matter of that Animoca Warranty may not be correct, complete or accurate. |
| 9.6 | To the extent legally permitted and reasonably practicable, Animoca shall promptly inform the Company in writing of any fact, matter, event or circumstance which renders any of the Animoca Warranties untrue, inaccurate or misleading or will give rise to a breach of any of the Animoca Warranties. |
| 10. | FURTHER ASSURANCE |
| 101 | Each of ANPA and the Company shall execute, do and perform or procure to be executed, done and performed by other necessary parties all such further acts, agreements, assignments, assurances, deeds and documents as Animoca may reasonably require to vest effectively the legal and beneficial ownership of the Subscription Shares in Animoca. |
| 10.2 | Each party hereto shall, to the maximum extent permitted by applicable law, take all necessary actions to give full force and effect to the provisions of this Agreement. Each party hereto undertakes to exercise reasonable endeavours and to take any such further actions, or do such further things, as may be reasonably requested by the other parties hereto, to facilitate the consummation of the transactions contemplated in this Agreement, the Shareholders’ Agreement or the Restated M&A, including without limitation, the issue and allotment of the Listco Shares by ANPA in the name of the Company and the issue and allotment of the Subscription Shares by the Company in the name of Animoca. |
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| 11. | RIGHT OF RESCISSION |
| 11.1 | If at any time before Completion, Animoca finds that any of the ANPA Warranties and/or the Company Warranties is incorrect in any material respect, Animoca may rescind this Agreement by written notice to the Company and ANPA and thereafter none of the parties shall have any obligations and liabilities towards the others. |
| 11.2 | If at any time before Completion, the Company finds that any of the Animoca Warranties is incorrect in any material respect, the Company may rescind this Agreement by written notice to Animoca and thereafter none of the parties shall have any obligations and liabilities towards the others. |
| 12. | ACCESS TO INFORMATION |
Each of ANPA and the Company shall procure that, pending Completion, Animoca, its agents, representatives and professional advisers are given promptly on request full access to all such information regarding the Subscription Shares as Animoca may reasonably require.
| 13. | TRANSFER RESTRICTIONS |
| 13.1 | During the period commencing on the Completion Date and until the date that is six (6) months therafter, the Company shall not dispose of or otherwise deal with any of the Listco Shares except with the prior written consent from each of ANPA and Animoca. |
| 13.2 | Commencing on the date that is six (6) months after the Completion Date, each of the parties hereto agrees that the Listco Shares shall be held in the Brokerage Account and any portion of the Listco Shares shall only be transacted through the Brokerage Account and any such transaction executed through the Brokerage Account shall be mutually agreed to by both Authorised Persons. |
| 13.3 | The Company shall not dispose of any of the Listco Shares save as in accordance with the terms of this Agreement. In the event the Company intends to dispose of any of the Listco Shares in accordance with the terms hereof, each of ANPA and Animoca shall procure that the Authorsied Person designated by it consent to such disposal immediately. |
| 13.4 | Save and except for as provided under Clause 15, Animoca shall not Transfer, directly or indirectly, any Subscription Share, other than to its Affiliate. Animoca agrees not to circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Clause 13.4. Any Transfer or attempted Transfer of any Subscription Share not made in compliance with this Clause 13.4 shall be null and void ab initio and shall not be entered into the Company’s register of members, and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue to be treated) as the owner of such Subscription Share(s) for all purposes of this Agreement. |
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| 13.4 | For so long as Animoca holds any Subscription Shares, ANPA shall not, directly or indirectly, sell, Transfer, assign, pledge, charge, encumber, grant any option over, or otherwise dispose of (or enter into any agreement or arrangement that would result in any of the foregoing) any legal or beneficial interest in any share the Company held by ANPA, whether in whole or in part, without the prior written consent of Animoca. Any purported Transfer, disposal or Encumbrance in breach of this Clause 13.4 shall be null and void ab initio and shall not be entered into the Company’s register of members. |
| 14. | BROKERAGE ACCOUNT |
| 14.1 | The Company shall procure that any operation of the Brokerage Account shall require the joint signatures of the following individuals (each, an “Authorised Person”): |
| (a) | one person designated by ANPA, who shall initially be CHAN Tsz Keung; and |
| (b) | one person designated by Animoca, who shall initially be Samuel Tse. |
| 14.2 | Each of ANPA and Animoca may appoint or remove an Authorised Person by a written instrument signed by it and notified to the other party in writing. |
| 14.3 | Upon ANPA or Animoca notifying the other party of its appointment or removal of its Authorised Person, the other party shall take all necessary steps to give effect to such appointment or removal, including varying the authorised signatories of the Brokerage Account. |
| 15. | REDEMPTION |
| 15.1 | Notwithstanding the provisions under Clause 13, at any time after the the date that is six (6) months prior to the Redemption Cut-off Date, if the value of the Listco Shares (calculated based on the average closing price of the ANPA Shares as quoted on https://www.nasdaq.com/market-activity/stocks/anpa during the immediately preceding thirty (30) consecutive trading days) exceeds US$3,122,449, ANPA shall have the right (but not the obligation) to, by written notice delivered to the Company and Animoca (the “Early Redemption Notice”) within two (2) Business Days following the end of such thirty (30)-trading-day period, request the Company to dispose of the Listco Shares in full (but not in part) and Animoca shall consent to such disposal. Upon receipt of such Early Redemption Notice, the Company shall instruct the Designated Broker to use reasonable efforts to execute such disposal as soon as practicable. Within two (2) Business Days after the Company’s disposal of the Listco Shares in full in accordance with the immediately preceding sentence of this Clause 15.1, all of the Subscription Shares shall be redeemed in exchange for (i) the $EDU Consideration, provided that, regardless of the actual Redemption Date, the $EDU Consideration shall be deemed to have been paid to Animoca on the date on which the Designated Broker executes the disposal of the Listco Shares in accordance with this Clause 15.1; and (ii) 30% of the product of (x) the proceeds from such disposal of the Listco Shares in accordance with this Clause 15.1 minus (y) US$3,000,000 (such sum in sub-clause (ii), the “Early Redemption Profit”). Within two (2) Business Day following the the Company’s disposal of the Listco Shares, to the extent that the the Early Redeption Profit is greater than zero, the Early Redemption Profit shall be payable by the Company to Animoca in cash to a bank account designated in writing by Animoca, or, at Animoca’s sole discretion, in USD Tether or USD Coin (on the basis that 1 USDT or USDC shall equal US$1) to a blockchain network address to be notified by Animoca in writing. |
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| 15.2 | Notwithstanding the provisions under Clause 13, on the Redemption Cut-off Date, if the Listco Shares have not been disposed of in accordance with Clause 15.1, the Company shall dispose of the Listco Shares in full (but not in part), and each of ANPA and Animoca shall consent to such disposal. The Company shall instruct the Designated Broker to use reasonable efforts to execute such disposal as soon as practicable. Within two (2) Business Days after the Company’s disposal of the Listco Shares in full in accordance with the immediately preceding sentence of this Clause 15.2, all of the Subscription Shares shall be redeemed in exchange for (i) the $EDU Consideration, provided that, regardless of the actual Redemption Date, the $EDU Consideration shall be deemed to have been paid to Animoca on the Redemption Cut-off Date; and (ii) 30% of the product of (x) the proceeds from such disposal of the Listco Shares in accordance with this Clause 15.2 minus (y) US$3,000,000 (such sum in sub-clause (ii), the “Mandatory Redemption Profit”). Within two (2) Business Day following the the Company’s disposal of the Listco Shares, to the extent that the Mandatory Redemption Profit is greater than zero, the Mandatory Redemption Profit shall be payable by the Company to Animoca in cash to a bank account designated in writing by Animoca, or, at Animoca’s sole discretion, in USD Tether or USD Coin (on the basis that 1 USDT or USDC shall equal US$1) to a blockchain network address to be notified by Animoca in writing. |
| 16. | NOTICES |
| 16.1 | Each notice, demand or other communication given, made or served under this Agreement shall be in writing and delivered or sent to the relevant party by prepaid postage, email transmission or personal delivery to its address or email address as set out below (or such other address or email address as the addressee has by five (5) days’ prior written notice specified to the other parties): |
To ANPA or the Company:
| Address | : | Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong | |
| Email address | : | mc@anpa.com.hk | |
| Attention | : | Mr. Matthew Chan |
To Animoca:
| Address | : | 28/F, Landmark South, 39 Yip Kan Street, Wong Chuk Hang, Hong Kong |
| Email address | : | legal@animocabrands.com | |
| Attention | : | Legal Department |
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| 16.2 | Each notice, demand or other communication given, made or served under this Agreement shall be deemed to have been given and received by the relevant parties (i) within two (2) days after the date of posting, if sent by local mail; (ii) when delivered, if delivered by hand; and (iii) on despatch, if sent by email transmission, unless the sending party subsequently learns that such electronic mail was not successfully delivered. |
| 16.3 | Each of ANPA and the Company hereby irrevocably appoints David Fong & Co. of Unit A, 12/F, China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong as its service agent to receive and acknowledge on its behalf service of any notice, writ, summons, order, judgment or communication in relation to this Agreement and further agree that any such legal process or notice shall be sufficiently served on it if delivered during normal office hours to such agent for service at its address for the time being in Hong Kong. Each of ANPA and the Company further agrees to maintain a duly appointed agent in Hong Kong to accept service of process out of the courts of Hong Kong and to keep the other parties informed of the name and address of such agent. Service on David Fong & Co. (or such agent as may be notified by ANPA or the Company from time to time) shall be deemed to be service on its appointer. |
| 16.4 | Animoca hereby irrevocably appoints Animoca Services Limited of 28/F, Landmark South, 39 Yip Kan Street, Wong Chuk Hang, Hong Kong as its service agent to receive and acknowledge on its behalf service of any notice, writ, summons, order, judgment or communication in relation to this Agreement and further agrees that any such legal process or notice shall be sufficiently served on it if delivered during normal office hours to such agent for service at its address for the time being in Hong Kong. Animoca further agrees to maintain a duly appointed agent in Hong Kong to accept service of process out of the courts of Hong Kong and to keep the other parties informed of the name and address of such agent. Service on Animoca Services Limited (or such agent as may be notified by Animoca from time to time) shall be deemed to be service on its appointer. |
| 17. | LIMITATION OF LIABILITY |
To the maximum extent permitted by the applicable laws, Animoca shall not be liable to the other parties for any indirect, incidental, special, exemplary or consequential damages. The total aggregate liability of Animoca to the other parties hereto shall not exceed US$3,000,000, provided that the foregoing shall not apply in the case of such party’s fraud or wilful misconduct.
| 18. | INDEMNITY |
ANPA and the Company (each an “Indemnifying Party” and collectively, the “Indemnifying Parties”) hereby jointly and severally agrees to fully indemnify and keeps Animoca, its Affiliates and their respecctive directors, employees, officers and shareeholders (the “Indemnified Party”) fully indemnified from and against any and all Indemnifiable Losses suffered by the Indemnified Party as a result of, or arising from, (i) any breach of warranties made by ANPA and/or the Company under this Agreement; and (ii) any breach of this Agreement by ANPA and/or the Company.
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| 19. | TIME AND NO WAIVER |
Time shall in every respect be of the essence of this Agreement but no failure on the part of any party hereto to exercise, and no delay on its part in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise of it or the exercise of any other right(s) or prejudice or affect any right(s) against any other parties hereto under the same liability, whether joint, several or otherwise. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
| 20. | INVALIDITY |
If at any time any one or more of the provisions of this Agreement is/are or become(s) illegal, invalid or unenforceable in any respect under laws of any jurisdiction, the legality, validity or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
| 21. | AMENDMENTS |
This Agreement shall not be amended, supplemented or modified except by instruments in writing signed by each of the parties hereto.
| 22. | ASSIGNMENT |
This Agreement shall be binding on and inure to the benefit of each party hereto and its respective successors and permitted assigns provided that none of the parties hereto shall assign or transfer or purport to assign or transfer any of its rights or obligations hereunder without the prior written consent of the other parties (which shall not be unreasonably withheld, delayed or conditioned).
| 23. | ENTIRE AGREEMENT |
This Agreement constitutes an entire agreement amongst the parties hereto with respect to the matters dealt with herein and supersedes any previous agreements, arrangements, statements or transactions between the parties hereto in relation to the subject matters hereof.
| 24. | COSTS |
| 24.1 | Each party hereto shall bear its own costs and expenses (including legal fees) incurred in connection with the preparation, negotiation, execution and performance of each Transaction Document and all documents incidental or relating to Completion; provided, that, ANPA shall be solely responsible, and in no event shall Animoca be responsible, for the costs and expenses incurred in connection with the operation and management of the Company, including, without limitation, (a) the filing of the Restated M&A, the register of directors of the Company, the regiter of members of the Company or any other document, in each case of the foregoing, to the extent applicable, with the Registry of Corporate Affairs in the British Virgin Islands and (b) the expenses for the opening and maintenance of the Brokerage Account and (c) the expenses incurred in connection with the Company’s performance of Clause 15 of this Agreement. |
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| 25. | COUNTERPART |
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of parties hereto may execute this Agreement by signing any such counterparts. In particular, each party agrees that the use and affixing of an electronic signature (such as DocuSign or Dropbox Sign) shall be considered reliable and is appropriate for the purposes of the Electronic Transactions Ordinance (Cap.553 of the Laws of Hong Kong). Notwithstanding that any document that may be required to be executed pursuant to this Agreement may be executed and delivered as a deed, each party hereto agrees that the use of such electronic signatures shall constitute due execution of such deed and no party shall dispute the validity and enforceability of such deed on the basis that it has been executed through the use of an electronic signature.
| 26. | GOVERNING LAW AND JURISDICTION |
| 26.1 | This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. |
| 26.2 | Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English. |
| 27. | THIRD PARTIES’ RIGHTS |
| 27.1 | Unless expressly provided to the contrary, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce or to enjoy the benefit of any term of this Agreement. |
| 27.2 | Notwithstanding any term of this Agreement, the consent of any third person who is not a party is not required to rescind or vary this Agreement at any time. |
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SCHEDULE 1
DETAILS OF THE COMPANY
| Company name: | Rich Bright Corporate Limited 耀發有限公司 | ||
| Place of incorporation: | The British Virgin Islands | ||
| Company number: | 2193270 | ||
| Date of incorporation: | 14 November 2025 | ||
| Registered office: | OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands | ||
| Authorised capital immediately prior to Completion: | 50,000 ordinary shares | ||
| Issued capital immediately prior to Completion: | 5,100 ordinary shares | ||
| Shareholders: | ANPA | 100% | |
| Directors: | CHAN Tsz Keung TAM Kiu Hei Hevin | ||
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SCHEDULE 2
ANPA WARRANTIES
Save as Disclosed and/or any facts, circumstances, matters or information having been Disclosed on or prior to the Completion Date:
| 1. | Except for expressly provide for in this Schedule, all representations, warranties and undertakings contained in this Schedule shall be deemed to be repeated immediately before Completion and to relate to the facts then existing. |
| 2. | ANPA has full power, capacity and authority to enter into this Agreement and any other Transaction Document and to exercise its rights and perform its obligations hereunder and thereunder and each Transaction Document to which ANPA is a party will, when executed by it, be a legal, valid and binding agreement on it and enforceable in accordance with the terms thereof. |
| 3. | The execution, delivery and performance of any Transaction Document by ANPA does not and will not violate in any material respect any applicable provision of any law or regulation or any order or decree of any Governmental Authority, agency or court of any jurisdiction. |
| 4. | The information relating to ANPA as set out in this Agreement (including the Recitals and the Schedules) are true, accurate and complete in all material respects and not misleading in any material respect. |
| 5. | Notwithstanding any provision of this Agreement, the following representations and warranties shall be repeated and deemed remade on each day during the period commencing on (and including) the execution of this Agreement and ending on the completion of disposal of Listco Shares in accordance with Clause 15.1 or Clause 15.2, as applicable, of this Agreement: |
| (a) | the Listco Shares have been duly allotted and issued to the Company prior to Completion and rank pari passu in all respects inter se and with all other ANPA Shares; |
| (b) | the Listco Shares were issued to the Company free from all Encumbrances together with all rights and entitlements attaching thereto from the date of issuance. The Listco Shares are duly and validly issued, fully paid and non-assessable; |
| (c) | all necessary corporate authorizations (including board resolutions and, where required under ANPA’s constitutional documents or applicable listing rules, shareholder approvals) and all requisite regulatory consents for the lawful and valid issuance of the Listco Shares have been duly obtained and remain in full force and effect; |
| (d) | the Listco Share Issuance complies in all respects with all applicable securities laws, regulations and listing rules, and to the extent required by the SEC, ANPA has made all necessary filings, notifications and disclosures in respect of the Listco Share Issuance with the SEC; and |
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| (e) | ANPA is the sole legal and beneficial owner of 5,100 ordinary shares of the Company and such shareholding represents 51% of the entire issued share capital in the Company immediately upon Completion. ANPA has no present intention of selling, granting any participation in, or otherwise distributing such ordinary shares of the Company. |
| 8. | Neither the execution, delivery or performance by ANPA of, or compliance by ANPA with, this Agreement and any other Transaction Document, nor the consummation of the transactions contemplated hereby or thereby, will (a) result in any violation or breach by ANPA of any of its organisational documents, (b) result in any violation, breach of default under any contract to which ANPA is party, or (c) require any approvals by or with any Governmental Authority or any third party. |
| 9. | ANPA acknowledges that it can bear the economic risk of the transactions contemplated under this Agreement and any other Transaction Document and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of a transaction of a nature similar to that contemplated hereby and thereby. ANPA is relying solely on its own counsel and other advisors for legal, financial and other advice with respect to the transactions contemplated by this Agreement and any other Transaction Document. |
| 10. | There is no Action pending (or, to the knowledge of ANPA, currently threatened) against ANPA or its Affiliates or their respective equity interests, properties or assets or, to the knowledge of ANPA, against any officer, director or employee of ANPA or any of its Affiliates, in connection with this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby. There is no order, writ, injunction, judgment or decree of any court or Governmental Authority against ANPA or its Affiliates or any of their respective equity interests, properties or assets, or any of the ANPA’s or its Affiliates’ directors or officers in connection with this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby. |
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SCHEDULE 3
COMPANY WARRANTIES
Save as Disclosed and/or any facts, circumstances, matters or information having been Disclosed on or prior to the Completion Date:
| 1. | CAPACITY |
| 1.1 | The Company has full power, capacity and authority to enter into this Agreement and any other Transaction Document and to exercise its rights and perform its obligations hereunder and thereunder, and this Agreement and any other Transaction Document will, when executed by it, be a legal, valid and binding agreement on it and enforceable in accordance with the terms thereof. |
| 1.2 | The execution, delivery and performance of this Agreement and any other Transaction Document by the Company does not and will not violate in any material respect any applicable provision of (i) any law or regulation or any order or decree of any Governmental Authority, agency or court of any jurisdiction; (ii) the laws and documents incorporating and constituting the Company prevailing as at the date of this Agreement and as at Completion; (iii) any mortgage, contract or other undertaking or instrument to which it is a party or which is binding upon it or any of its assets, and does not and will not result in the creation or imposition of any Encumbrance on any of its assets pursuant to the provisions of any such mortgage, contract or other undertaking or instrument. |
| 1.3 | The execution and delivery of this Agreement and any other Transaction Document and the consummation of the transactions contemplated hereby and thereby will not result in the breach and/or cancellation and/or termination of any of the terms and conditions of or constitute a default under any agreement, commitment or other instrument to which the Company is a party or by which the Company or its property or assets may be bound or affected or violate any law or any rule or regulation of Governmental Authority or any order, writ, injunction or decree of any court administrative agency or governmental body affecting the Company. |
| 1.4 | The Company has power and all authorisations, approvals, consents and licences required by the Company have been obtained and are in full force and effect, to permit the entry into this Agreement and any other Transaction Document in the manner set out herein and therein, and each Transaction Document has been duly authorised and executed by, and constitutes legally binding obligations of the Company. |
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| 1.5 | No consent, licence, approval or authorisation of or filing or registration with or other requirement of any governmental department authority or agency in the jurisdiction in which the Company resides is required by the Company in relation to the valid execution, delivery or performance of this Agreement or any other Transaction Document (or to ensure the validity or enforceability hereof or thereof) or the issuance and allotment of the Subscription Shares, except for the filing required under Clause 4.1(d) and Clause 5.3(g)(vi). |
| 1.6 | Save as expressly provided or contemplated by this Agreement (including, without limitation, the approval required under Clause 5.3(g) and the filing required under Clause 4.1(d) and Clause 5.3(g)(vi)), no waivers, consents or approvals of any relevant Governmental or Authorities or other relevant third parties are required by the Company in connection with the entry into and the implementation and completion of this Agreement or any other Transaction Document by the Company, and no filings with any Governmental Authorities or other relevant third parties are required on the part of the Company for the entering into and the implementation of this Agreement or any other Transaction Document. |
| 1.7 | The Company acknowledges that it can bear the economic risk of the transactions contemplated under this Agreement and any other Transaction Document and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of a transaction of a nature similar to that contemplated hereby and thereby. The Company is relying solely on its own counsel and other advisors for legal, financial and other advice with respect to the transactions contemplated by this Agreement and any other Transaction Document. |
| 2. | LISTCO SHARES |
Notwithstanding any provision of this Agreement, the representations and warranties of the Company contained in this Section 3 shall survive Completion and shall be repeated and deemed remade on each day during the period commencing on (and including) the execution of this Agreement and ending on the completion of disposal of Listco Shares in accordance with Clause 15.1 or Clause 15.2, as applicable, of this Agreement.
| 2.1 | The Listco Shares will be subscribed for the Company’ s own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof, and the Company has no present intention of selling, granting any participation in, or otherwise distributing the same, except as expressly permitted under Clause 15.1 and Clause 15.2 of this Agreement. |
| 2.2 | The Company is either (i) not a “U.S. Person” as defined in Rule 902 of Regulation S of the Securities Act, or (ii) an “accredited investor” within the meaning of Rule 501(a) under Regulation D of the Securities Act. |
| 2.3 | The Company is the sole legal and beneficial owner of the Listco Shares with good and valid title thereto, free and clear of all Encumbrances. |
| 2.4 | All necessary licences, consents, permits and authorities (public and private) have been obtained by the Company to enable it to hold, own or dispose of the Listco Shares in accordance with Clause 15.1 and Clause 15.2, and all such licences, consents, permits and authorities are valid and subsisting. |
| 2.5 | No litigation, arbitration, prosecution or other legal or contractual proceedings or investigations are threatened or pending either by or against the Company in relation to its title and ownership of the Listco Shares. |
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| 2.6. | With respect to the Company and its title and ownership of the Listco Shares: |
| (1) | there is no agreement (whether by way of guarantee, indemnity, warranty, representation or otherwise) under which the Company is under any actual or contingent material liability in respect of the obligations of any person; and |
| (2) | there is no sale or purchase option or similar agreement affecting the Listco Shares. |
| 3. | SUBSCRIPTION SHARES |
| 3.1 | The Subscription Shares shall be duly allotted and issued at Completion. |
| 3.2 | The Subscription Shares are free from all Encumbrances and will be allotted and issued to Animoca free from all Encumbrances (except such Encumbrances set forth in this Agreement, the Shareholders’ Agreement or the Restated M&A) together with all rights and entitlements attaching thereto from the date of issuance and the Company has the right to issue and allot Subscription Shares to Animoca without the consent, approval, permission, licence or concurrence of any third party. |
| 3.3 | The Subscription Shares represents 49% of the entire issued share capital in the Company immediately upon Completion. |
| 4. | NO OPTIONS OR OTHER SECURITIES |
| 4.1 | There is no option, right to acquire, mortgage, charge, pledge, lien or other form of security, Encumbrance or third party rights on, over or affecting any part of the unissued share capital or loan capital of the Company or over any part of the issued or unissued share capital or loan capital of the Company and there is no agreement or commitment to give or create any of the foregoing and no claim has been made by any person to be entitled to any of the foregoing which has not been waived in its entirety or satisfied in full. |
| 4.2 | There is no agreement or commitment outstanding which calls for the allotment of or issue or accords to any person the right to call for the allotment or issue of any shares in or securities or debentures of the Company. |
| 5. | COMPLIANCE AND CORPORATE MATTERS |
| 5.1 | The Company has duly and properly complied with all filing and registration requirements in respect of corporate or other documents imposed under the relevant laws of the jurisdiction in which it was incorporated or any other jurisdiction to which the Company is subject. |
| 5.2 | The statutory books and minute books of the Company have been properly written up and compliance has been made with all applicable legal requirements concerning the Company and all issues of shares, debentures or other securities thereof. |
| 5.3 | The register of members of the Company is correct and the Company has not received any claim, application or request for rectification of its register of members and no circumstances which might lead to any such claim, application or request for rectification of such register to be made have arisen or occurred. |
| 5.4 | The Company and its directors (in their capacity as such) have complied with all relevant and applicable legislation and obtained and complied with all necessary licences and consents to carry on business whether in the country, territory or state in which it is incorporated or elsewhere, including applicable legislation relating to companies and securities, real property, Taxation and prevention of corruption and have complied with all applicable legal requirements in relation to any transactions to which it is or has been a party prior to Completion. |
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| 5.5 | The minute books of directors’ meetings and of shareholders’ meetings respectively contain properly written-up records of all resolutions passed by the directors and the shareholders respectively of the Company and no resolutions have been passed by either the directors or the shareholders of the Company which are not recorded in the relevant minute books. |
| 5.6 | All charges in favour of the Company (if any) have (if appropriate) been registered in accordance with the provisions of the applicable legislation and regulations and at the relevant registries or authorities. |
| 5.7 | All of the documents necessary to prove the ownership of material assets of the Company, and an executed copy of all agreements which are material to the Company and to which the Company is a party, and the original copies of documents which are material to the Company and which are owned by, or which ought to be in the possession of the Company are in its possession, custody or control. |
| 5.8 | There is no governmental or official investigation or inquiry on the Company is in progress or threatened and there are no circumstances which are likely to give rise to any such investigation or inquiry. |
| 5.9 | The Company is not the holder or beneficial owner of and has not agreed to acquire, any class of shares or other capital of any other company or corporation. |
| 5.10 | The Company is not and has not agreed to become, a member of any partnership, joint venture, consortium or other unincorporated association. |
| 5.11 | The Company does not have any other subsidiary or any investment in any other company. |
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| 6. | ACCOUNTS |
| 6.1 | Since the incorporation of the Company, and save as Disclosed: |
| (1) | the Company has not entered into any material, abnormal or onerous contracts or commitments binding on it (other than contracts entered into in the ordinary course of its business) and there has not been any acquisition or disposal or agreement to acquire or dispose by the Company of material fixed or capital assets or any agreement to effect the same; |
| (2) | no event has occurred as regards the Company which would entitle any third party to terminate any material contract or any material benefit enjoyed by the Company or call in any material amount of money before the normal due date therefor or indebtedness; |
| (3) | the Company has not created any mortgage or charge on the whole or any material part of its assets or issued or repaid or agreed to issue or repay any share or loan capital; |
| (4) | the Company has not borrowed any money; |
| (5) | the business of the Company has been carried on in the ordinary and usual course and in the same manner (including nature and scope) as in the past, no material fixed asset or stock has been written up nor any debt written off, and no unusual, abnormal, onerous or material contract has been entered into by the Company; |
| (6) | no resolution of the Company in general meeting has been passed other than resolutions relating to the business of an annual general meeting which was not special business; |
| (7) | the Company has not declared, paid or made nor is proposing to declare, pay or make any dividend or other distribution; |
| (8) | the financial year end of the Company has remained unchanged; |
| (9) | there has been no change which will have a Material Adverse Effect on the Company and the Company has not entered into transactions and incurred liabilities save in the ordinary course of trading and business; |
| (10) | no event has occurred which gives rise to a material Tax liability to the Company or deemed (as opposed to actual) income, profits or gains or which results in the Company becoming liable to pay or bear a tax liability directly or primarily chargeable against or attributable to another person, firm or company; and |
| (11) | no remuneration (including bonuses) or benefit of a material nature payable to any officer or employee of the Company has been increased nor has the Company undertaken any obligation to increase any such remuneration at any future date with or without retrospective effect. |
| 6.5 | No transaction of any material importance to which the Company is a party has taken place which if it had taken place would have required to be disclosed in writing to Animoca. |
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| 7. | FINANCIAL MATTERS |
| 7.1 | Since the incorporation of the Company, there has not been: |
| (1) | any damage, destruction, or loss, whether covered by insurance or not, materially adversely affecting the properties, assets or business of the Company (taken as a whole); |
| (2) | save as contemplated under this Agreement, any sale or transfer by the Company of any material tangible or intangible asset other than in the ordinary course of business, any mortgage or pledge or the creation of any security interest, lien, or Encumbrance on any such asset, or any lease of property, including equipment, other than tax liens with respect to taxes not yet due and statutory rights of customers in inventory and other assets; |
| (3) | save as contemplated under this Agreement, any material transaction not in the ordinary course of business of the Company; |
| (4) | the lapse of any patent, utility models, design, trademark, trade name, service mark, copyright, or licence or any application with respect to the foregoing by the Company which is material in the context of the business of the Company as a whole; |
| (5) | save as contemplated under this Agreement, the making of any material loan, advance, indemnity or guarantee by the Company to or for the benefit of any Person except the creation of accounts receivable in the ordinary course of business; or |
| (6) | an agreement to do any of the foregoing. |
| 7.2 | The accounting books and records of the Company have been maintained in accordance with the applicable accounting principles adopted in the jurisdictions where the Company’s business is conducted and comply with the relevant statutory provisions of such jurisdictions and have been properly written up and properly reflect all the transactions to which that the Company has been a party and there are at the date hereof no material inaccuracies or discrepancies of any kind contained or reflected in the said books and records. |
| 7.3 | The Company does not have any material obligations or liabilities other than those which have arisen in the ordinary course of its business or by operation of law. |
| 7.4 | The Company has not as at the date hereof and will not, as at Completion, have outstanding: |
| (1) | any borrowing or indebtedness in the nature of borrowing or other credit facility; |
| (2) | any mortgage, charge or debenture or any obligation (including a conditional obligation) to create a mortgage, charge or debenture; nor |
| (3) | any liabilities outstanding under any guarantee or other contingent obligation. |
| 7.5 | As at the Completion Date, the Company has sufficient working capital for its existing business and operation and the Company has sufficient financial resources to meet the funding requirements for the operation of the Company from the date of this Agreement to the Completion Date. |
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| 8. | ASSETS |
| 8.1 | The assets used in connection with the business of the Company which are material in the context of the business of the Company as a whole are held by the Company free from all Encumbrances. The Company is the sole legal and beneficial ownership of such assets. |
| 8.2 | All material assets owned or used by the Company are in reasonable repair, condition and working order in all material respects. |
| 8.3 | The material assets acquired since the incorporation of the Company and all assets used or owned by or in the possession of the Company: |
| (1) | are legally and beneficially owned by the Company free from all Encumbrance; |
| (2) | are in the possession or under the control of the Company; and |
| (3) | are not subject to any hire purchase, leasing arrangements or other arrangements of a similar nature. |
| 9. | INSURANCE |
| 9.1 | The Company has effected all insurances required by law to be effected by it and which ought reasonably to have been effected over its business and assets for a substantial part of its value and covering third party liability of the Company having taken into account the nature of the business of the Company, the place in which it carries on business and the business of the Company as a whole. |
| 9.2 | All premiums due on the said policies have been paid, all the conditions of the said policies have been performed and observed in all material respects in the place in which the Company carries on business, and nothing has been done or has been omitted to be done whereby any of the said policies has or may become void or voidable. |
| 9.3 | No claim is outstanding either by the insurer or the insured under any of the said policies and no claim against the Company by any third party is outstanding in respect of any risk covered by any of the policies or by any policy previously held by the Company. |
| 9.4 | There is no circumstances which would or might entitle the Company to make a claim under any of the said policies or which would or might be required under any of the said policies to be notified to the insurers. |
| 10. | TAXATION |
| 10.1 | The Company has complied in all material respects with all relevant and applicable legal requirements relating to registration or notification for Taxation purposes. |
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| 10.2 | The Company has: |
| (1) | paid all Taxation (if any) due to be paid before the date of this Agreement; and |
| (2) | taken all necessary steps to obtain any repayment of or relief from Taxation available to it. |
| 10.3 | The returns for Taxation purposes which ought to have been made by or in respect of the Company in any jurisdiction have been duly made and all such returns are up to date, correct and on a proper basis and are not the subject of any material dispute with the relevant Taxation, revenue or other appropriate authorities. |
| 10.4 | The Company is not in dispute with any Taxation or revenue authority and no such dispute is pending or threatened. |
| 11. | BUSINESS |
| 11.1 | Since the incorporation of the Company: |
| (1) | the business of the Company has been continued in the ordinary and normal course; |
| (2) | the Company has been paying its creditors in respect of all of its debts which have become due and payable in its ordinary course of business and in accordance with the normal industry practice generally accepted in the markets in which the Company carries on its business; |
| (3) | the Company has not entered into, or agreed to enter into, any capital commitments; |
| (4) | there has been no change which will have a Material Adverse Effect in the financial or trading positions or prospects of the Company or the majority shareholder of the Company, and the majority shareholder of the Company has only entered into transactions and incurred liabilities only in the ordinary course of business; |
| (5) | no resolution of the Company in general meeting has been passed other than resolutions relating to the business of an annual general meeting which was not special business; |
| (6) | the Company has not declared, paid or made or is proposing to declare, pay or make any dividend or other distribution; |
| (7) | the financial year end of the Company has continued to be and has not changed from 30th of September; |
| (8) | no event has occurred which would entitle any third party (with or without the giving of notice) to call for the repayment of indebtedness prior to its normal maturity date; |
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| (9) | the business of the Company has been carried on in the ordinary and usual course and in the same manner (including nature and scope) as in the past, no fixed asset or stock has been written up nor any debt written off, and no unusual or abnormal contract has been entered into by the Company; |
| (10) | save as contemplated under this Agreement, no asset of the Company has been acquired or disposed of, or has been agreed to be acquired or disposed of, otherwise than in the ordinary course of business and there has been no disposal or parting with possession of any of its property, assets (including know-how) or stock in trade or any payments by any member of the Company, and no contract involving expenditure by it on capital account has been entered into by the Company, and no liability has been created or has otherwise arisen (other than in the ordinary course of business as previously carried on); and |
| (11) | there has been no disposal of any asset (including stock) or supply of any service or business facility of any kind (including a loan of money or the letting, hiring or licensing of any property whether tangible or intangible) in circumstances where the consideration actually received or receivable for such disposal or supply was less than the consideration which could be deemed to have been received for tax purposes. |
| 12. | EMPLOYMENT ARRANGEMENTS |
| 12.1 | The Company does not have employees. |
| 13. | LANDED PROPERTIES |
| 13.1 | The Company does not own any real property in Hong Kong, the PRC or any part of the world. |
| 13.2 | The Company has not leased and/or occupied any properties. |
| 14. | LITIGATION AND CONTINGENT LIABILITIES |
| 14.1 | The Company not and has not been a party to any litigation, arbitration, prosecutions or other legal or contractual proceedings or hearings before any statutory, regulatory or governmental body, or to any material disputes or to or the subject of any investigation by any authority in the place where the business of the Purchaser is conducted. |
| 14.2 | No litigation, arbitration, prosecution or other legal or contractual proceedings or investigations are threatened or pending either by or against the Company and there are no facts or circumstances which might give rise to any such proceeding, investigation, hearing or to any dispute or to any payment. |
| 14.3 | There are no unfulfilled or unsatisfied judgment or court orders against the Company. |
| 14.4 | The Company does not have any contingent liabilities. |
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| 15. | CONTRACTS AND COMMITMENTS |
| 15.1 | Since its incorporation, the Company has carried on its business in the ordinary course and, save as mentioned in or as contemplated by this Agreement, the Company has not entered into any transaction or incurred any material liabilities except in the ordinary course of its day-to-day business and on an arm’s length basis for full value. |
| 15.2 | There is no now outstanding nor, will there be outstanding at Completion with respect to the Company: |
| (1) | any agreement (whether by way of guarantee, indemnity, warranty, representation or otherwise) under which the Company is under any actual or contingent material liability in respect of the obligations of any person other than the Company; |
| (2) | any contract to which the Company is a party which is of a long-term (i.e. more than one year) and non-trading nature or contains any unusual or unduly onerous provision disclosure of which could reasonably be expected to influence the decision of Animoca in being issued and allotted with any or all of the Subscription Shares; |
| (3) | any sale or purchase option or similar agreement affecting any assets owned or used by the Company; |
| (4) | any material agreement in excess of US$10,000 (or its equivalent in any other currency) entered into by the Company otherwise than by way of bargain at arm’s length; and |
| (5) | any management agreements, joint venture agreements, agency agreements, processing agreements, construction agreements or any form of agreement whatsoever which entitles any person to bind the Company contractually, to settle, negotiate or compromise any accounts or claims or to collect, receive or share in any balances or sums payable to the Company save in the ordinary course of business. |
| 15.3 | The Company has not received any formal or informal notice to repay under any agreement relating to any borrowing (or indebtedness in the nature of borrowing) which is repayable on demand. |
| 15.4 | The Company is not under any obligation, or party to any contract, which cannot readily be fulfilled or performed by it on time and without undue or unusual expenditure of money or effort and which is material in the context of the Company’s business as a whole. |
| 15.5 | No party to any contractually binding agreement or arrangement with or under an obligation to the Company is in default under it, being a default which would be material in the context of the Company’s financial or trading position and there are no circumstances likely to give rise to such a default. |
| 15.6 | The Company is not in default under any agreement or obligation to which it is party or in respect of any other obligations or restrictions binding upon it. |
| 15.7 | There are no outstanding contracts, engagements or liabilities, whether quantified or disputed, save for those entered into in the ordinary course of the Company’s day to day business operations. |
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| 15.8 | With respect to the Company, there are no: |
| (1) | contractual arrangements between the Company and any party (including but not limited to financiers of the Company) which will or may be legally terminated as a result of the execution or completion of this Agreement; |
| (2) | liabilities for any statutory or governmental levy or charge; |
| (3) | powers of attorney or other authorities (express or implied) which are still outstanding or effective to or in favour of any person to enter into any contract or commitment or to do anything on its behalf; |
| (4) | agreements or arrangements entered into by it otherwise than by way of bargain at arm’s length; |
| (5) | contracts which are unusual or of a long-term nature or involving or which may involve obligations on it of a nature or magnitude calling for special mention or which cannot be fulfilled or performed on time or without undue or unusual expenditure of money or effort; or |
| (6) | contracts or arrangements between itself and the parties hereto or their associates other than contracts in the ordinary course of their day to day trading operations. |
| 16. | INTELLECTUAL PROPERTY RIGHTS |
| 16.1 | The Company does not own any Intellectual Property Rights. |
| 16.2 | Operation of the business of the Company is not dependent on any Intellectual Property Rights. |
| 16.3 | The Company has not granted and is not obliged to grant any licences or assignments under or in respect of any Intellectual Property Rights or to disclose or provide know-how, trade secrets, technical assistance, confidential information or lists of customers or suppliers to any person; and no such disclosure has been made. |
| 16.4 | The carrying of the business of the Company in the ordinary and usual course as at present does not and will not infringe any intellectual property rights of any third party or give rise to any commission, royalty or like fee of a material amount or require any consent or licence to be obtained which is material in the context of the Company’s business. |
| 16.5 | All fees for the grant or renewal of the Intellectual Property Rights of or used in the Company’s business and which rights are material to the Company have been paid on demand or will be paid in due course and no circumstances exist which might lead to the cancellation, forfeiture or modification of any such Intellectual Property Rights or to the termination of or any claim for damages under any licence of Intellectual Property Rights to the Company. |
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| 17. | INSOLVENCY |
| 17.1 | No order has been made or petition presented or resolution passed for the winding up of the Company, nor has any distress, execution or other process been levied against the Company or action taken to repossess goods in the possession of the Company. |
| 17.2 | No steps have been taken for the appointment of an administrator or receiver of any part of the property or undertaking of the Company. |
| 17.3 | The Company is not and has not been a party to any transaction which may be avoided in a winding up. |
| 17.4 | The Company has not made or proposed any arrangement or composition with its creditors or any class of its creditors. |
| 18. | OPERATION AND LICENCES |
| 18.1 | The Company has conducted its business in accordance with all applicable laws and regulations of Hong Kong, the PRC and any relevant jurisdictions and, there is no order, decree or judgment of any court or any governmental agency of Hong Kong, the PRC or of any foreign country or jurisdiction outstanding against the Company or which may have a Material Adverse Effect upon the assets or business of the Company. |
| 18.2 | All necessary licences, consents, permits and authorities (public and private) have been obtained by each member of the Company to enable it to carry on its business effectively in the places and in the manner in which such business is now carried on or is contemplated to be carried on and all such licences, consents, permits and authorities are valid and subsisting and the Company know of no reason why any of them should be suspended, cancelled or revoked or should not be renewed or reissued upon or prior to their expiry. |
| 18.3 | The Company or any of its officers, agents or employees (during the course of their duties in relation to the Company) has not committed, nor has the Company or any of its officers, agents or employees omitted to do, any act or thing the commission or omission of which is, or could be, in contravention of any ordinance, order, regulation, enactment, statute or the like in Hong Kong or elsewhere which is punishable by fine or other penalty. |
| 18.4 | All necessary licences, permissions, approvals and consents required under all applicable laws for the businesses of the Company have been obtained by it and are in full force and effect, there is no circumstances indicating that any of those licences, permissions, approvals or consents is likely to be revoked or not renewed in the ordinary course. |
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| 18.5 | The Company is the legal and beneficial owner and are in lawful possession of the licenses which are necessary or desirable for the condition of its business free from all Encumbrances and the terms and conditions as set out in such licences and such licences are legal and valid and have been issued or granted by the competent regulatory authorities. |
| 18.6 | The Company is conducting, has conducted and will, prior to each Completion, conduct the business of the Company in compliance with all applicable environmental laws. |
| 18.7 | There are no circumstances in relation to any member of the Company which give rise or are likely to give rise or have given rise to any civil, criminal, administrative or other action, claim, suit, complaint, proceeding, investigation, decontamination, remediation or expenditure by any competent authority under any applicable environmental laws in relation to any matter. |
| 19. | MISCELLANEOUS |
| 19.1 | Except as expressly provided for in this Schedule, all representations, warranties and undertakings contained in the foregoing provisions of this Schedule shall be deemed to be repeated immediately before Completion and to relate to the facts then existing. |
| 19.2 | The Company has not: |
| (1) | committed any breach of any statutory provision, order, bye-law or regulation binding upon it or of any provision of its memorandum of association or articles of association or of any trust deed, agreement or licence to which it is a party or of any covenant, mortgage, charge or debenture given by it; |
| (2) | entered into any transaction which is still executory and which is or may be unenforceable by reason of the transaction being voidable at the instance of any other party or ultra vires, void or illegal; or |
| (3) | omitted to do anything required or permitted to be done by it necessary for the protection of its respective title to or for the enforcement or the preservation of any order or priority of any properties or rights owned by it. |
| 19.3 | The information relating to the Company as set out in this Agreement (including the Recitals and the Schedules) are true, accurate and complete in all material respects and not misleading in any material respect. |
| 19.8 | All written information given to Animoca by the professional advisers, officers, employees and members of the Company during the negotiations prior to this Agreement was when given and is at the date hereof true and accurate. |
| 19.9 | All information Disclosed or contained in this Agreement were when given true and accurate in all material respects and there is no material fact or material matter which has not been disclosed, which may render any such information or documents untrue, inaccurate or misleading at the date of this Agreement. |
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SCHEDULE 4
ANIMOCA WARRANTIES
Save as Disclosed and/or any facts, circumstances, matters or information having been Disclosed on or prior to the Completion Date:
| 1. | All representations, warranties and undertakings contained in this Schedule shall be deemed to be repeated immediately before Completion and to relate to the facts then existing. |
| 2. | Animoca has full power, capacity and authority to enter into this Agreement and any other Transaction Document and to exercise its rights and perform its obligations hereunder and thereunder and this Agreement and any other Transaction Document will, when executed by it, be a legal, valid and binding agreement on it and enforceable in accordance with the terms thereof. |
| 3. | The execution, delivery and performance of this Agreement and any other Transaction Document by Animoca does not and will not violate in any material respect any applicable provision of any law or regulation or any order or decree of any Governmental Authority, agency or court of any jurisdiction. |
| 4. | The information relating to Animoca as set out in this Agreement (including the Recitals and the Schedules) are true, accurate and complete in all material respects and not misleading in any material respect. |
| 5. | Neither the execution, delivery or performance by Animoca of, or compliance by Animoca with, this Agreement and any other Transaction Document, nor the consummation of the transactions contemplated hereby or thereby, will (a) result in any violation or breach by Animoca of any of its organisational documents, (b) result in any violation, breach of default under any contract to which Animoca is party, or (c) require any approvals by or with any Governmental Authority or any third party. |
| 6. | Immediately prior to Completion, Animoca (or its Affiliates) is the legal and beneficial owner of the $EDU Consideration. |
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EXHIBIT A
Form of Shareholders’ Agreement
Exhibit A
EXHIBIT B
Form of Restated M&A
Exhibit A
IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.
| SIGNED by | ) | |
| ) | ||
| for and on behalf of | ) | |
| ) | ||
| RICH SPARKLE HOLDINGS LIMITED | ) | |
| ) | ||
| Name: | ||
| Title: |
[Execution page of Share Subscription Agreement]
IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.
| SIGNED by | ) | |
| ) | ||
| for and on behalf of | ) | |
| ) | ||
| RICH BRIGHT CORPORATE LIMITED 耀發有限公司 | ) ) |
|
| ) | ||
| Name: | ||
| Title: |
[Execution page of Share Subscription Agreement]
IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.
| SIGNED by | ) | |
| ) | ||
| for and on behalf of | ) | |
| ) | ||
|
DRAGON PORT DEVELOPMENTS LIMITED |
) | |
| ) | ||
| Name: Evan Auyang | ||
| Title: Authorized Signatory |
[Execution page of Share Subscription Agreement]
Exhibit 10.2
RICH SPARKLE HOLDINGS LTD
AND
RICH BRIGHT CORPORATE LIMITED耀發有限公司
AND
DRAGON PORT DEVELOPMENTS LIMITED
| |||
SHAREHOLDERS’ AGREEMENT |
|||
CONTENTS
| Clause | Page | ||
| 1. | Interpretation | 1 | |
| 2. | Corporate Governance | 6 | |
| 3. | Reserved Matters | 8 | |
| 4. | Deadlock | 9 | |
| 5. | Information Rights | 10 | |
| 6. | Transfer Restrictions | 11 | |
| 7. | Brokerage Account | 12 | |
| 8. | Redemption | 13 | |
| 9. | Warranties | 14 | |
| 10. | Undertakings | 14 | |
| 11. | Confidentiality and Announcements | 15 | |
| 12. | Costs | 16 | |
| 13. | Termination | 17 | |
| 14. | General | 17 | |
| 15. | Notices | 19 | |
| 16. | Governing Law and Jurisdiction | 19 | |
| Schedule 1 Company Shareholding | 20 | ||
| Schedule 2 Reserved Matters | 20 | ||
i
THIS AGREEMENT (this “Agreement”) is made on _____________________
BETWEEN:
| (1) | RICH SPARKLE HOLDINGS LTD, a company incorporated in the British Virgin Islands with limited liability and having its principal executive office at Portion 2, 12/F, The Center, 99 Queen’s Road Central, Hong Kong (“ANPA”); |
| (2) | RICH BRIGHT CORPORATE LIMITED 耀發有限公司, a BVI business company incorporated in the British Virgin Islands, having its registered office at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the “Company”); and |
| (3) | DRAGON PORT DEVELOPMENTS LIMITED, a company incorporated in the British Virgin Islands and having its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (“Animoca”). |
ANPA, the Company and Animoca are collectively referred to herein as the “Parties” and each, a “Party”.
WHEREAS:
| (A) | ANPA, the Company and Animoca have entered into a share subscription agreement dated [insert] 2025 in relation to the subscription by Animoca, and the issue by the Company, of 4,900 Class A Preferred Shares (the “Subscription Shares”) (the “Subscription Agreement”). |
| (B) | Upon the Completion, the shareholding structure of the Company is set out in Schedule 1 (Company Shareholding). |
| (C) | The Parties wish to enter into this Agreement to regulate their cooperation, and their respective rights and responsibilities in respect of the transactions contemplated under the Subscription Agreement, and the operation and management of the proposed business and the affairs of the Company. |
IT IS AGREED as follows:
| 1. | INTERPRETATION |
| 1.1 | In this Agreement, the following words and expressions shall have the following meanings: |
“$EDU Consideration” has the meaning given to it in the Subscription Agreement;
“Affiliate” of a particular person means any person controlling, controlled by or under common control with such particular person, where “control” means the power to direct the management or policies of such company, whether through the ownership of more than fifty per cent (50%) of the voting power of such company, through the power to appoint a majority of the members of the board of directors or similar governing body of such company, through contractual arrangements or otherwise, and references to “controlled” or “controlling” shall be construed accordingly;
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“Agent” means, with respect to an entity, any director, officer, employee or other representative of such person; any person for whose acts such entity may be vicariously liable; and any other person that acts for or on behalf of, or provides services for or on behalf of, such entity, in each case, whilst acting in his/her capacity as such;
“Agreement” has the meaning set forth in the preamble;
“Animoca Director” has the meaning given to it in Clause 2.2.1;
“Animoca Reserved Matters” means the matters listed in Part 2 of Schedule 2 (Reserved Matters);
“ANPA Directors” has the meaning given to it in Clause 2.2.1;
“ANPA Shares” means the ordinary shares of ANPA listed on the Nasdaq Capital Market under the symbol “ANPA”;
“Anti-Bribery Laws” means the Applicable Laws relating to anti-bribery or anti-corruption (governmental or commercial) which apply to the Group or any Agent of the Group from time to time, including Applicable Laws that prohibit the payment, offer, promise, or authorisation of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any public official, government employee or commercial entity to obtain an illegitimate business advantage; including, to the extent applicable, the US Foreign Corrupt Practices Act 1977, as amended, and the United Kingdom Bribery Act 2010, as amended, the PRC’s anti-bribery laws, and all national and international laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions;
“Anti-Money Laundering Laws” means all applicable anti-money laundering statutes of all jurisdictions, including, without limitation, to the extent applicable, Hong Kong, the PRC, the European Union, United Kingdom and the United States anti-money laundering laws, the rule and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency;
“Applicable Laws” means, with respect to any person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a governmental authority that is binding upon or applicable to such person, as amended unless expressly specified otherwise;
“Articles” means the memorandum and articles of association of the Company, as amended, restated, supplemented or modified from time to time;
“Authorised Person” has the meaning given to it in Clause 7.1;
“Authority” means any relevant government, administrative or regulatory body, or court, tribunal, arbitrator or governmental agency or authority or department (including any relevant securities exchange) and whether supranational, national, regional or local;
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“Board” means the board of directors of the Company for the time being and from time to time;
“Brokerage Account” means a brokerage account in the name of the Company opened with the Designated Broker;
“Business Day” means a day other than a Saturday or Sunday or other day on which commercial banking institutions in Hong Kong are authorised or required by law or executive order to close, or on which a tropical cyclone warning no. 8 or above or a “black” rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m. Hong Kong time;
“Class A Preferred Shares” means the Class A preferred shares in the share capital of the Company with the rights, entitlements and privileges as set out under the Articles;
“Company” has the meaning given to it in the Preamble;
“Completion” has the meaning given to it in the Subscription Agreement;
“Completion Date” has the meaning given to it in the Subscription Agreement;
“Confidential Information” has the meaning given to it in Clause 11.1;
“Deadlock” has the meaning given to it in Clause 4.1.1;
“Deadlock Matter” has the meaning given to it in Clause 4.2;
“Deadlock Notice” has the meaning given to it in Clause 4.2;
“Designated Broker” means First Securities (HK) Limited;
“Director” means a director of the Company from time to time and “Directors” shall be construed accordingly;
“Disclosing Party” has the meaning given to it in Clause 11.1;
“Early Redemption Notice” has the meaning given to it in Clause 8.1;
“Early Redemption Profit” has the meaning given to it in Clause 8.1;
“Encumbrance” means any lien, pledge, encumbrance, charge (fixed or floating), mortgage, third party claim, debenture, option, right of pre-emption, right to acquire, assignment by way of security, trust arrangement for the purpose of providing security or other security interests of any kind securing any obligation of any person or any agreement or arrangement having a similar effect and “Encumber” shall be construed accordingly;
“HKIAC” has the meaning given to it in Clause 16.2;
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“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;
“Intellectual Property” means (i) all patents and applications therefor, including all continuations, divisionals, and continuations-in-part thereof and patents issuing thereon, along with all reissues, reexaminations and extensions thereof; (ii) all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, corporate names, trade styles, and other source of business identifiers and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof; (iii) all copyrights, works of authorship, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith, along with all reversions, extensions and renewals thereof; (iv) trade secrets, know-how, Confidential Information; (v) software (including source code, object code, firmware, operating systems and specifications); and (vi) other similar proprietary and intellectual property rights of any type, whether registered or not, in any part of the world;
“Listco Shares” has the meaning given to it in the Subscription Agreement;
“Mandatory Redemption Profit” has the meaning given to it in Clause 8.2;
“Notice” has the meaning given to it in Clause 15.1;
“Ordinary Shares” means ordinary shares in the share capital of the Company with the rights, entitlements and privileges as set out under the Restated M&A;
“Receiving Party” has the meaning given to it in Clause 11.1;
“Recipient” has the meaning given to it in Clause 11.3.2;
“Redemption Cut-off Date” has the first-year anniversary of the Completion Date;
“Redemption Date” means the date of the redemption of the Subscription Shares in full in accordance with Clause 8.1 or Clause 8.2, as applicable;
“Rules” has the meaning given to it in Clause 16.2;
“Securities” means, with respect to any person that is a legal entity, (a) any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such person; (b) any right, warrant, option, call, commitment, conversion privilege, pre-emptive right, equity-linked securities, indebtedness, or other right to acquire from such person, or require such person to issue, any of the items listed in (a), or security convertible into, exchangeable or exercisable for any of the items listed in (a) (including any convertible note or other convertible instrument); and (c) any contract or agreement providing for the acquisition of any of the items listed in (a);
“Shareholder” means any person registered in the register of members of the Company as the holder of a Share for the time being, which, as at the Completion Date, means ANPA and Animoca;
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“Shareholder Reserved Matters” means the matters listed in Part 1 of Schedule 2 (Reserved Matters);
“Shares” means the Ordinary Shares and the Class A Preferred Shares;
“Subscription Agreement” has the meaning given to it in Recital (A);
“Subscription Shares” has the meaning given to it in Recital (A);
“Surviving Provisions” means Clauses 1 (Interpretation), and 16 (Confidentiality and Announcements) to 21 (Governing Law and Jurisdiction);
“Tax” means all forms of taxation, withholdings, deductions, duties, imposts, levies, fees, stamp duties, charges, social security contributions and rates imposed, levied, collected, withheld, assessed or enforced by any Authority, in all cases being in the nature of taxation, and any interest, penalty, surcharge or fine in connection therewith;
“Transfer” means, directly or indirectly, to sell, gift, give, assign, transfer, amalgamate, merge or suffer to exist (whether or not by operation of Applicable Laws) or create any Encumbrance on any shares or any right, title or any legal, equitable, beneficial or economic interest therein or otherwise dispose of in any manner whatsoever voluntarily or involuntarily, including any attachment or assignment for the benefit of creditors against the Company or appointment of a custodian, liquidator or receiver of any of its properties, business or undertaking, or pursuant to any hedging, swap or other derivative transaction or any transfer or other disposal of any equity securities in, or change of control of, any direct or indirect holder of any shares; and
“USD” means US Dollar, the lawful currency of the United States of America.
| 1.2 | In this Agreement, unless otherwise specified: |
| 1.2.1 | use of any gender includes the other genders and use of the singular includes the plural and vice versa unless the context requires otherwise; |
| 1.2.2 | references to a “person” shall be construed so as to include any individual, firm, company, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality); |
| 1.2.3 | a reference to any Party to this Agreement or party to any other agreement or document includes such party’s successors and permitted assigns; |
| 1.2.4 | the ejusdem generis principle of construction shall not apply to this Agreement. Accordingly general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words; |
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| 1.2.5 | references in this Agreement to statutory provisions shall be construed as references to those provisions as respectively amended, consolidated, extended or re-enacted from time to time and any orders, regulations, instruments or other subordinate legislation made from time to time under the statute concerned; |
| 1.2.6 | any reference to a “day” (including within the phrase “Business Day”) shall mean a period of twenty-four (24) hours running from midnight to midnight; |
| 1.2.7 | a reference to the shareholding of a person in the Shares “on a fully diluted basis” is a reference to such shareholding after assuming all outstanding Securities which are convertible into Shares have been fully converted into issued Shares |
| 1.2.8 | “as-converted” or any variation thereof means that the calculation should be made assuming that the all issued and outstanding Class A Preferred Shares have been converted into Ordinary Shares; |
| 1.2.9 | references to times are to Hong Kong time; and |
| 1.2.10 | a reference to any other document referred to in this Agreement is a reference to that other document as amended, varied, novated or supplemented at any time. |
| 1.3 | The headings and titles are inserted for convenience only and shall not affect the construction of this Agreement. |
| 1.4 | The Schedules form part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement and any reference to this Agreement shall include the Schedules. |
| 2. | CORPORATE GOVERNANCE |
| 2.1 | Board composition and decisions |
| 2.1.1 | The Board shall be responsible for the management of the Company and shall consist of three (3) members, amongst which: |
| (a) | Animoca shall have the right to nominate one (1) Director to the Board (the “Animoca Director”); and |
| (b) | ANPA shall have the right to nominate two (2) Directors to the Board (the “ANPA Directors”). |
The Shareholders shall exercise their voting rights to ensure that the Board composition at all times reflects the composition set out in this Clause 2.2.1.
| 2.1.2 | The Board immediately after the Completion shall consist of the following persons: |
| (a) | Yat SIU as the Animoca Director; and |
| (b) | CHAN Tsz Keung and TAM Kiu Hei Hevin as the ANPA Directors, |
and the Shareholders shall procure that the persons referred to in this Clause 2.1.2 are appointed as Directors with effect from the Completion Date.
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| 2.1.3 | The Chairman of the Board shall be appointed, removed or replaced, in each case, by the affirmative vote of at least seventy-five percent (75%) vote of the Directors then in office. |
| 2.1.4 | A Shareholder may remove a Director appointed by it and appoint a new Director as successor by notice in writing to the Company and the other Shareholder. |
| 2.1.5 | If at any time Animoca or any of its Affiliates ceases to hold, directly or indirectly, any Shares in the capital of the Company in accordance with the terms of this Agreement and the Subscription Agreement, Animoca shall procure the Animoca Director then in office tenders a letter of resignation to the Board as soon as reasonably practicable after such cessation. |
| 2.1.6 | Subject to Applicable Laws and applicable fiduciary duties, the Shareholders shall procure that the Directors appointed by them shall duly perform their duties at the Board and exercise their voting rights in accordance with, and so as to give effect to, the terms of this Agreement. The Shareholders shall procure that the Company will take actions in a manner consistent with the decisions of the Board, and that the Directors nominated by them to the Board shall exercise their voting powers, subject to Applicable Laws and applicable fiduciary duties, in a manner consistent with the decisions of the Board. |
| 2.1.7 | The Animoca Director may by writing appoint any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him. An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, to sign any written resolution of the Directors, and generally to perform all the functions of his appointor as a Director in his absence. |
| 2.2 | Proceedings of Directors’ meetings |
| 2.2.1 | The quorum for a meeting of the Board shall be a simple majority of the total number of Directors including the Animoca Director and at least one (1) ANPA Director. |
| 2.2.2 | Meetings of the Board shall be held at such times and at such place as the Board may from time to time determine. No Board meeting shall normally be convened on less than ten (10) Business Days’ notice, unless all of the Directors agree to a shorter notice period. |
| 2.2.3 | Each notice of a Board meeting shall specify a reasonably detailed agenda, be accompanied by relevant documents, and be sent by courier or e-mail. |
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| 2.2.4 | The Directors may participate in a meeting of the Board by means of conference telephone, video conference or similar communications by means of which all persons participating in the meeting can hear each other. A Director participating in a meeting pursuant to this provision shall be deemed to be present in person at such meeting. |
| 2.2.5 | Subject to Clause 3 (Reserved Matters) and save as otherwise required under Applicable Laws, a resolution of the Board shall mean either: (a) a resolution approved by a simple majority of the Directors (voting in person or through attendance and voting by a person authorised in writing by the relevant Director) attending a duly convened and constituted meeting of the Board; provided, that, such approval by a simple majority of the Directors shall at all times include the affirmative vote from the Animoca Director; or (b) a unanimous resolution in writing signed by all the Directors. |
| 2.3 | Director expenses and remunerations |
| 2.3.1 | The Company shall reimburse the reasonable out-of-pocket expenses (including travel and accommodation expenses) incurred by the Directors in connection with attending meetings of the Board upon presentation of relevant receipts. |
| 2.3.2 | Each Shareholder shall pay for the remuneration and any other expenses not set out in Clause 2.3.1 of any Director(s) nominated for appointment by it and any costs in connection with the appointment and removal of each such Director. |
| 2.4 | Proceedings of Shareholders’ meetings |
| 2.4.1 | The quorum for a Shareholders’ meeting of the Company shall be two (2) Shareholders including ANPA and Animoca. For so long as Animoca holds any share of the Company, the quorum for a Shareholders’ meeting of the Company shall always include Animoca. |
| 2.4.2 | Subject to Clause 3 (Reserved Matters) and save as otherwise required under Applicable Laws, a decision of the Shareholders shall mean either (a) a resolution approved by the affirmative vote of holders of more than two-thirds (2/3) of the Shares entitled to vote thereon (voting in person or by proxy) at a duly convened and constituted meeting of the Shareholders; or (b) a resolution in writing duly circulated in accordance with the Articles and Applicable Laws and signed by all Shareholders. |
| 3. | RESERVED MATTERS |
| 3.1 | Shareholder Reserved Matters |
Notwithstanding anything to the contrary in this Agreement and the Articles, each Party shall procure that no action is taken, no resolution is passed by the Company, and the Company shall not take any action, in each case of the foregoing, in respect of any of the Shareholder Reserved Matters as set forth in Part 1 of Schedule 2 without the prior written consent or affirmative vote of both ANPA and Animoca, which can be given:
| 3.1.1 | by way of an affirmative vote in a general meeting duly held by the Company; or |
| 3.1.2 | by prior written consent signed by the Animoca and ANPA in lieu of such general meeting. |
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| 3.2 | Animoca Reserved Matters |
As a separate, independent and severable covenant from the obligations in Clause 3.1 above, and notwithstanding any other provision to the contrary in this Agreement and the Articles, ANPA shall procure that no action is taken and no resolution is passed by the Company, and that the Company shall not take any action, in each case of the foregoing, in respect of any of the Animoca Reserved Matters as set forth in Part 2 of Schedule 2 without the prior written consent or affirmative vote of Animoca, where such consent or vote may be granted, conditioned or withheld in the sole and absolute discretion of Animoca. Such consent or vote may be given in any of the following ways:
| 3.2.1 | by way of an affirmative vote in a meeting of the Board by the Animoca Director; |
| 3.2.2 | by prior written consent signed by the Animoca Director in lieu of such Board meetings; |
| 3.2.3 | by way of an affirmative vote in a meeting of the Shareholders by Animoca; or |
| 3.2.4 | by prior written consent signed by Animoca in lieu of such Shareholders’ meetings. |
| 4. | DEADLOCK |
| 4.1 | Deadlock |
| 4.1.1 | There is a deadlock (a “Deadlock”) if either: |
| (a) | the Board has not passed a resolution which has been put to it in accordance with this Agreement or the Articles, either because the requisite Directors have not voted in favour of it or because if two (2) or more consecutive Board meetings have been dissolved for the lack of a quorum; or |
| (b) | the Shareholders have not passed a resolution which has been put to them in accordance with this Agreement or the Articles, either because the requisite Shareholders have not voted in favour of it or because two (2) or more consecutive meetings of the Shareholders have been dissolved for the lack of a quorum. |
| 4.1.2 | Whilst a Deadlock exists, each Shareholder shall exercise all such rights and powers as are available to it to enable the Company to continue operating in the ordinary course of its business in accordance with the terms of this Agreement, provided that no action shall be taken in relation to the matter which is the subject of the Deadlock, save as contemplated by this Clause 4. |
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| 4.2 | Deadlock Notice |
In the event of a Deadlock, either Shareholder may serve written notice on the other Shareholder, copied to the Company, stating that in its opinion a Deadlock has arisen, identifying the matter giving rise to the Deadlock (the “Deadlock Matter”) and its position in relation to the Deadlock Matter (a “Deadlock Notice”). Only one Deadlock Notice may be given in respect of the same Deadlock.
| 4.3 | Deadlock resolution |
| 4.3.1 | Following the giving of a Deadlock Notice, each Shareholder shall immediately refer the Deadlock Matter to the Director(s) appointed by such Shareholder, who shall for a period of ten (10) Business Days starting on the Business Day after the date on which the Deadlock Notice was given, attempt in good faith to resolve the Deadlock. |
| 4.3.2 | If the Director(s) appointed by the Shareholders resolve the Deadlock Matter within the ten (10) Business Day period referred to in Clause 4.3.1, the Shareholders shall procure that the Company acts in accordance with the instructions given by their Directors. |
| 4.3.3 | If the Director(s) appointed by the Shareholders fail to resolve the Deadlock Matter within the ten (10) Business Day period referred to in Clause 4.3.1, the Company shall not take any action relating to the Deadlock Matter and this Agreement shall continue to apply in accordance with its terms. |
| 5. | INFORMATION RIGHTS |
| 5.1 | Information and inspection rights |
The Company shall prepare and deliver to each Shareholder:
| 5.1.1 | within three (3) weeks after the end of each calendar month, monthly unaudited consolidated management accounts in English, comprising the unaudited balance sheet and profit and loss statement of the Company made up to the last day of the immediately preceding month; |
| 5.1.2 | within one (1) month after each calendar quarter, quarterly unaudited consolidated management accounts in English, comprising the unaudited balance sheet and profit and loss statement of the Company made up to the last day of the immediately preceding quarter; and |
| 5.1.3 | as promptly as reasonably practicable, |
| (a) | any information as may be reasonably required by the Shareholders in respect of the Company from time to time; |
| (b) | any actual, pending or threatened material litigation involving a claim of over US$10, 000 (or its equivalent in any other currency); |
| (c) | any actual, pending or threatened investigation, enquiry or disciplinary proceeding by any Authority which may be material to the business and/or the operations of the Company; and |
| (d) | any violation of Applicable Laws by the Company. |
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| 5.2 | Keeping of proper books |
The Company shall maintain proper books, accounts and records in accordance with generally accepted accounting principles and Applicable Laws or as may be required by its respective auditors.
| 5.3 | Inspection and Access |
After giving reasonable notice and no later than five (5) Business Days’ notice to the Company, any Shareholder may (or cause an agent or representative of such Shareholder to):
| 5.3.1 | have full access to, inspect and subject to the compliance of the confidentiality obligation set forth in Clause 16 (Confidentiality and Announcements), make copies of all the books, accounts, financial and other records of the Company; |
| 5.3.2 | have full access to such management and personnel of the Company as may be reasonably requested by such Shareholder for the purpose of consulting with and advising management and obtaining information regarding the business, operations, financial position and prospects of the Company; and |
| 5.3.3 | have full access to the Company’s sites, premises and facilities. |
| 5.4 | Permitted Disclosure |
For the avoidance of doubt, any Animoca Director is entitled to pass information concerning the Company to Animoca or its Affiliates as he sees fit, so long as such information is kept confidential in accordance with Clause 16 (Confidentiality and Announcements).
| 6. | TRANSFER RESTRICTIONS |
| 6.1 | During the period commencing on the Completion Date and until the date that is six (6) months thereafter, the Company shall not dispose of or otherwise deal with any of the Listco Shares except with the prior written consent from each of ANPA and Animoca. |
| 6.2 | Commencing on the date that is six (6) months after the Completion Date, each of the Parties agrees that the Listco Shares shall be held in the Brokerage Account and any portion of the Listco Shares shall only be transacted through the Brokerage Account and any such transaction executed through the Brokerage Account shall be subject to the prior written consent from both Authorised Persons. |
| 6.3 | The Company shall not dispose of, Transfer, pledge, charge, Encumber or hedge any of the Listco Shares save as in accordance with Clause 8.1 or Clause 8.2, as applicable. In the event the Company intends to dispose of any of the Listco Shares in accordance with Clause 8.1 or Clause 8.2, as applicable, each of ANPA and Animoca shall procure that the Authorised Person designated by it consent to such disposal immediately. |
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| 6.4 | Save and except for as provided under Clause 8, Animoca shall not Transfer, directly or indirectly, any Subscription Shares, other than to its Affiliate. Animoca agrees not to circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Clause 6.4. Any Transfer or attempted Transfer of any Subscription Shares not made in compliance with this Clause 6.4 shall be null and void ab initio and shall not be entered into the Company’s register of members, and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue to be treated) as the owner of such Subscription Share(s) for all purposes of this Agreement. |
| 6.5 | For so long as Animoca holds any Subscription Shares, ANPA shall not, directly or indirectly, sell, Transfer, assign, pledge, charge, encumber, grant any option over, or otherwise dispose of (or enter into any agreement or arrangement that would result in any of the foregoing) any legal or beneficial interest in any shares of the Company held by it, whether in whole or in part, without the prior written consent of Animoca. ANPA agrees not to circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Clause 6.5. Any purported Transfer, disposal or Encumbrance in breach of this Clause 6.5 shall be null and void ab initio and shall not be entered into the Company’s register of members, and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue to be treated) as the owner of such Ordinary Share(s) for all purposes of this Agreement. |
| 6.6 | Without prejudice to the generality of Clause 6.3 and Clause 6.5 and the “Transfer” definition, neither the Company nor ANPA shall, directly or indirectly, circumvent or permit to be circumvented, or avoid or permit to be avoided, this Clause 6 (Transfer Restrictions) by effecting, causing or consenting to any Transfer of (in the case of the Company) the Listco Shares or (in the case of ANPA) the Ordinary Shares, whether by way of a transfer of shares or other interests in any holding company, parent company or entity that controls the Company or ANPA, respectively, or by way of merger, consolidation, scheme of arrangement, reorganisation, division, dissolution, recapitalisation or otherwise. Any Transfer or purported Transfer in breach of this Clause 6.6 shall be null and void ab initio, and shall not be entered into ANPA’s or the Company’s register of members (as the case maty be). |
| 7. | BROKERAGE ACCOUNT |
| 7.1 | The Company shall procure that any operation of the Brokerage Account shall require the joint signatures of the following individuals (each, an “Authorised Person”): |
| (a) | one person designated by ANPA, who shall initially be CHAN Tsz Keung; and |
| (b) | one person designated by Animoca, who shall initially be Samuel Tse. |
| 7.2 | Each of ANPA and Animoca may appoint, replace or remove an Authorised Person by a written instrument signed by it and notified to the other party in writing. |
| 7.3 | Upon ANPA or Animoca notifying the other Party of its appointment, replacement or removal of its Authorised Person, the other Party shall take all necessary steps to give effect to such appointment, replacement or removal, including varying the authorised signatories of the Brokerage Account. |
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| 8. | REDEMPTION |
| 8.1 | Notwithstanding the provisions under Clause 6, at any time after the date that is six (6) months prior to the Redemption Cut-off Date, if the value of the Listco Shares (calculated based on the average closing price of the ANPA Shares as quoted on https://www.nasdaq.com/market-activity/stocks/anpa during the immediately preceding thirty (30) consecutive trading days) exceeds US$3,122,449, ANPA shall have the right (but not the obligation) to, by written notice delivered to the Company (the “Early Redemption Notice”) within two (2) Business Days following the end of such thirty (30)-trading-day period, request the Company to dispose of the Listco Shares in full (but not in part) and Animoca shall consent to such disposal. Upon receipt of such Early Redemption Notice, the Company shall instruct the Designated Broker to use reasonable efforts to execute such disposal as soon as practicable. Within two (2) Business Days after the Company’s disposal of the Listco Shares in full in accordance with the immediately preceding sentence of this Clause 8.1, the Subscription Shares held by Animoca shall be redeemed in exchange for (i) the $EDU Consideration, provided that, regardless of the actual Redemption Date, the $EDU Consideration shall be deemed to have been paid to Animoca on the date on which the Designated Broker executes the disposal of the Listco Shares in accordance with this Clause 8.1; and (ii) 30% of the product of (x) the proceeds from such disposal of the Listco Shares in accordance with this Clause 8.1 minus (y) US$3,000,000 (such sum in sub-clause (ii), the “Early Redemption Profit”). Within two (2) Business Day following the Company’s disposal of the Listco Shares, to the extent that the Early Redemption Profit is greater than zero, the Early Redemption Profit shall be paid by the Company to Animoca in cash to a bank account designated in writing by Animoca, or, at Animoca’s sole discretion, in USD Tether (USDT) or USD Coin (USDC) (on the basis that 1 USDT or USDC shall equal US$1) to a blockchain network address to be notified by Animoca in writing. |
| 8.2 | Notwithstanding the provisions under Clause 6, on the Redemption Cut-off Date, if the Listco Shares have not been disposed of in accordance with Clause 8.1, the Company shall dispose of the Listco Shares in full (but not in part), and each of ANPA and Animoca shall consent to such disposal. The Company shall instruct the Designated Broker to use reasonable efforts to execute such disposal as soon as practicable. Within two (2) Business Days after the Company’s disposal of the Listco Shares in full in accordance with the immediately preceding sentence of this Clause 8.2, the Subscription Shares held by Animoca shall be redeemed in exchange for (i) the $EDU Consideration, provided that, regardless of the actual Redemption Date, the $EDU Consideration shall be deemed to have been paid to Animoca on the Redemption Cut-off Date; and (ii) 30% of the product of (x) the proceeds from such disposal of the Listco Shares in accordance with this Clause 8.2 minus (y) US$3,000,000 (such sum in sub-clause (ii), the “Mandatory Redemption Profit”). Within two (2) Business Day following the Company’s disposal of the Listco Shares, to the extent that the Mandatory Redemption Profit is greater than zero, the Mandatory Redemption Profit shall be paid by the Company to Animoca in cash to a bank account designated in writing by Animoca, or, at Animoca’s sole discretion, in USDT or USDC (on the basis that 1 USDT or USDC shall equal US$1) to a blockchain network address to be notified by Animoca in writing. |
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| 9. | WARRANTIES |
| 9.1 | Each of the Parties warrants to the other Parties that: |
| 9.1.1 | this Agreement shall constitute a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms. Such Party has obtained all corporate approvals for the execution of this Agreement and has the authority and capacity to execute this Agreement and to perform its obligations hereunder; |
| 9.1.2 | the execution and performance of this Agreement by such Party does not conflict with any Applicable Laws, contract or other restriction under which it is obligated; |
| 9.1.3 | such Party is legally formed and operating under the laws of the jurisdiction of its incorporation and its representative has the authority and capacity to sign and perform this Agreement; and |
| 9.1.4 | the entry and delivery of, and the performance by such Party of this Agreement will not result in any breach of any provision of its constitutional documents or result in any claim by a third party against any other Party. |
| 10. | UNDERTAKINGS |
| 10.1 | Intellectual Property |
| 10.1.1 | Without the prior written consent of the relevant Shareholder, neither the Company nor the other Shareholder shall use the name, trademark or any Intellectual Property of any Shareholder or any Affiliate of any Shareholder. |
| 10.1.2 | Without the prior written consent of the relevant Shareholder, neither the Company nor the other Shareholder shall acquire any rights in any Intellectual Property of any Shareholder. |
| 10.2 | Compliance with this Agreement |
Each Party undertakes to the other that it shall take all practicable steps including, without limitation, the exercise of votes it directly or indirectly controls at meetings of the Board and general meetings of the Company to ensure that the terms of this Agreement are complied with and to procure that the Board and the Company to comply with its obligations and that it shall do all such other acts and things as may be necessary or desirable to implement this Agreement.
| 10.3 | Conflicts with Articles |
If any provision of the Articles at any time conflicts with any provision of this Agreement, this Agreement shall prevail as amongst the Parties and the Parties shall whenever necessary exercise all voting and other rights and powers available to them to procure the amendment, waiver or suspension of the relevant provision of the Articles to the extent necessary to permit the Company and its affairs to be administered as provided in this Agreement.
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| 10.4 | Compliance |
Each Party undertakes to ensure that the Company shall conduct its business in compliance with all Applicable Laws.
| 10.5 | Anti-Bribery and Anti-Money Laundering |
Each Party undertakes to procure that: (a) the Company is at all times in compliance with applicable Anti-Bribery Laws and Anti-Money Laundering Laws; and (b) the Company shall not take any action, and procure that none of its Agents shall take any action, directly or indirectly, which would expose the Shareholders or any of their Affiliates to any risk of being involved in, or affected by, any violation of any applicable Anti-Bribery Laws or Anti-Money Laundering Laws.
| 11. | CONFIDENTIALITY AND ANNOUNCEMENTS |
| 11.1 | For the purposes of this Clause 11, “Confidential Information” means all information of a confidential or proprietary nature (a) disclosed by one Party (the “Disclosing Party”) to any other Party (the “Receiving Party”) whether before, on or after the date of this Agreement, or (b) relating to the Company and disclosed to the Receiving Party by the Company. |
| 11.2 | Subject to Clause 11.3, during the term of this Agreement and after termination of this Agreement, the Receiving Party shall: |
| 11.2.1 | keep the Confidential Information confidential; |
| 11.2.2 | not disclose the Confidential Information to any other person other than with the prior written consent of the Disclosing Party or in accordance with Clause 11.3 or Clause 11.4; and |
| 11.2.3 | not use the Confidential Information for any purpose other than the performance of its obligations under this Agreement. |
| 11.3 | During the term of this Agreement, the Receiving Party may disclose Confidential Information: |
| 11.3.1 | to its directors, officers, employees and/or professional advisers in the normal course of the performance of their duties; |
| 11.3.2 | to any prospective acquirer, underwriter or financial institution providing financing and their respective directors, officers, employees and/or professional advisers, provided that such disclosure pursuant to Clauses 11.3.1 and 11.3.2 is not in violation of the provisions of this Agreement if the recipient of Confidential Information (the “Recipient”) has been advised by the relevant Receiving Party of the confidential nature of such Confidential Information, and has agreed to keep such information confidential on substantially the same terms as provided herein; or |
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| 11.3.3 | where the Receiving Party is Animoca, to its Affiliates and their respective directors, officers, partners, members, equity holders, existing and potential investors, existing and potential lenders (together with their employees, directors, officers, representatives and advisers (including counsel and accountants)), potential direct or indirect transferees (together with their employees, directors, officers, representatives and advisers (including counsel and accountants)), auditors, attorneys, financial advisers, consultants and other advisers. |
| 11.4 | Subject to Clause 11.5, the obligations contained in Clauses 11.2, 11.3 and 11.6 shall not apply to any Confidential Information which: |
| 11.4.1 | is at the date of this Agreement or at any time after the date of this Agreement in the public domain other than through breach of this Agreement by the Receiving Party or any Recipient; |
| 11.4.2 | can be shown by the Receiving Party to the reasonable satisfaction of the Disclosing Party to have been known to the Receiving Party prior to it being disclosed by the Disclosing Party to the Receiving Party; |
| 11.4.3 | subsequently comes lawfully into the possession of the Receiving Party from a third party which is not in breach of any confidentiality obligation; or |
| 11.4.4 | is required or requested to be disclosed by any Applicable Laws or Authority. |
| 11.5 | If the Recipient/Receiving Party is required to make a disclosure or announcement in the circumstances contemplated by Clause 11.4.4 it shall, to the extent reasonably permitted and practicable, notify the Disclosing Party or the Company of its intention to disclose and, if appropriate, discuss such disclosure with the Disclosing Party or the Company. To the extent legally permitted, the Recipient or Receiving Party (as applicable) shall take reasonable measures to restrict the disclosure and shall take reasonable steps to allow the Disclosing Party or the Company to have an opportunity to oppose or restrict such disclosure. In the event that such disclosure shall still be required, the Recipient or Receiving Party (as applicable) shall only disclose the Confidential Information to the minimum extent required and use its reasonable best efforts to seek confidential treatment of such information. |
| 11.6 | During the term of this Agreement and after termination of this Agreement for any reason whatsoever, each Party undertakes to the other Parties not to issue any press release or make any public statement or other communication about the matters contained in this Agreement or any document referred to in it without the prior written consent of the other Parties (such consent not to be unreasonably withheld, delayed or conditioned), unless required or requested by any Applicable Laws or Authority. |
| 12. | COSTS |
| 12.1 | ANPA shall be solely responsible, and in no event shall Animoca be responsible, for the costs and expenses incurred in connection with the operation and management of the Company, including, without limitation, the expenses for the opening and maintenance of the Brokerage Account and any other expenses reasonably and property incurred by the Company in connection with the transactions contemplated under this Agreement (including, without limitation, Clause 8). |
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| 12.2 | Subject to Clause 12.1 and except as otherwise expressly provided in this Agreement, each Party shall pay its own costs, expenses and Taxes of and incidental to the negotiation, preparation, execution and implementation by it of this Agreement. |
| 13. | TERMINATION |
| 13.1 | Termination |
Subject to Clause 13.2, this Agreement shall:
| 13.1.1 | be terminated at any time by the written agreement of all of the Parties; or |
| 13.1.2 | terminate upon the Company having fully discharged its obligations under Clause 8.1 or Clause 8.2, as applicable, of this Agreement. |
| 13.2 | Effect of termination |
| 13.3 | The rights and obligations set out in this Agreement (other than those in the Surviving Provisions) shall cease to apply to any Shareholder who ceases to hold any Shares in the capital of the Company, save for rights and obligations which have accrued as at such date. |
| 13.4 | Each Party’s further rights and obligations cease immediately on termination, except that Clauses 1 (Interpretation), and 11 (Confidentiality and Announcements) to 16 (Governing Law and Jurisdiction) shall survive the termination of this Agreement and shall continue in full force and effect. Termination does not affect a Party’s accrued rights and obligations at the date of termination. |
| 14. | GENERAL |
| 14.1 | No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties. |
| 14.2 | No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom the waiver is to be effective. |
| 14.3 | The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. |
| 14.4 | The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by Applicable Laws. |
| 14.5 | Each Party undertakes to the other Parties to execute or procure to be executed all such documents and to do or procure to be done all such other acts and things as may be necessary to give all Parties the full benefit of this Agreement. |
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| 14.6 | This Agreement and each document referred to in it and therein constitute the entire agreement and supersede any previous agreements between the Parties relating to the subject matter hereof and thereof. |
| 14.7 | Each Party acknowledges and represents that it has not relied on or been induced to enter into this Agreement by a representation, warranty or undertaking (whether contractual or otherwise) given by any person or any of the other Parties other than as set out in this Agreement or each document referred to in it. |
| 14.8 | None of the Parties is liable to any of the other Parties (in equity, contract or tort (including negligence) or in any other way) for a representation, warranty or undertaking that is not set out in this Agreement or any document referred to in this Agreement. |
| 14.9 | Nothing in this Agreement will be deemed to constitute a partnership between the Parties nor constitute a Party the agent of any other Party for any purpose. |
| 14.10 | If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any Applicable Law, such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. |
| 14.11 | Nothing in this Agreement shall have the effect of limiting or restricting any liability arising as a result of any fraud, wilful misconduct or wilful concealment. |
| 14.12 | This Agreement may be executed in any number of counterparts each of which when executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument. In particular, each Party agrees that the use and affixing of an electronic signature (such as DocuSign or Dropbox Sign) shall be considered reliable and is appropriate for the purposes of the Electronic Transactions Ordinance (Cap.553 of the Laws of Hong Kong). |
| 14.13 | A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Ordinance. |
| 14.14 | Subject to Clause 14.14, no Party shall assign, transfer or create any trust in respect of, or purport to assign, transfer or create any trust in respect of, any of its rights or obligations under this Agreement except in accordance with the terms of this Agreement. |
| 14.15 | Animoca (and its successors and assigns) may, without the consent of the other Parties, assign the benefit of all or any of its rights under this Agreement to its Affiliates. |
| 14.16 | Each Party acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limitation to any other remedy or right it may have, the non-breaching Party will have the right to seek an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. |
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| 15. | NOTICES |
| 15.1 | A notice or other communication under or in connection with this Agreement (a “Notice”) shall be in writing, in the English language, delivered by hand, e-mail or courier using an internationally recognised courier company, to the person(s) due to receive the Notice to the address set out in Clause 15.2 or to another address or person specified by that person by not less than five (5) Business Days’ written notice to the other Parties, such notice to be received before the Notice was despatched (and such new address or person shall, unless otherwise stated, thereafter apply to all Notices sent to that person). |
| 15.2 | For the purposes of this Clause 15, a Notice shall be sent to the e-mail or addresses and for the attention of those persons set out below: |
| 15.2.1 | in the case of Animoca: |
Address: 28/F, Landmark South, 39 Yip Kan Street, Wong Chuk Hang, Hong Kong
Email Address: legal@animocabrands.com
Marked for the attention of: Legal Department;
| 15.2.2 | in the case of ANPA or the Company: |
Address: Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong
Email Address: mc@anpa.com.hk
Marked for the attention of: Mr. Matthew Chan.
| 15.3 | In the absence of evidence of earlier receipt, a Notice shall be deemed to have been duly given if: |
| 15.3.1 | delivered personally, when left at the address referred to in Clause 15.2; |
| 15.3.2 | sent by courier, two (2) Business Days after posting it; or |
| 15.3.3 | sent by e-mail, upon receipt. |
| 16. | GOVERNING LAW AND JURISDICTION |
| 16.1 | This Agreement is governed by, and shall be construed in accordance with, the laws of Hong Kong. |
| 16.2 | Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules (“Rules”), which Rules are deemed to be incorporated by reference into this Clause and as may be amended by the rest of this Clause. The seat of arbitration shall be Hong Kong. The arbitration agreement shall be governed by Hong Kong law. The language of the arbitration proceedings shall be English. The arbitration tribunal shall consist of one (1) arbitrator. |
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Schedule 1
COMPANY SHAREHOLDING
| Number of Shares | % of the total share capital of the Company on a fully-diluted and as-converted basis | |
| Animoca | 4,900 Class A Preferred Shares | 49% |
| ANPA | 5,100 Ordinary Shares | 51% |
| Total | 10,000 Shares | 100% |
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Schedule 2
RESERVED MATTERS
Part 1 – Shareholder Reserved Matters
| 1. | Any amendment, modification or variation of the Articles or any other constitutional documents of the Company; |
| 2. | Any sale, disposal, Transfer, pledge, charge, Encumbrance, hedging or any similar transactions or dealings in respect of the Listco Shares other than strictly in accordance with Clause 8.1 or Clause 8.2 of this Agreement; |
| 3. | Any voluntary liquidation, dissolution, winding up, filing for insolvency or any other similar proceedings of the Company; |
| 4. | Any issuance and allotment or grant by the Company of any Shares or securities of the Company (including options, warrants, convertible securities or equivalents); |
| 5. | Any increase, reduction or cancellation of the authorized or issued share capital of the Company; |
| 6. | Any change in the size of the Board; |
| 7. | The merger, amalgamation, scheme of arrangement, reorganisation, restructuring, recapitalization or consolidation of the Company with and into any other entity; |
| 8. | Any transaction involving the Company in which the Shareholders do not retain a majority of the voting power in the surviving entity following consummation of such transaction; or |
| 9. | The Company incurring, assuming, guaranteeing or otherwise becoming liable for any indebtedness, obligation or liability (whether actual or contingent, present or future). |
Part 2 – Animoca Reserved Matters
| 1. | Altering the rights attaching to the Class A Preferred Shares in the capital of the Company; |
| 2. | Effecting the redemption or purchase of any shares of the Company or any other acquisition of the share capital of the Company other than strictly in accordance with Clause 8.1 or Clause 8.2 of this Agreement; |
| 3. | Incorporating a subsidiary of the Company, or creating or holding share capital in another entity; |
| 4. | Any appointment, replacement or removal of the Animoca Director; |
| 5. | the Board delegating any of their powers to a committee of the Board of directors |
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| 6. | Any material changes to the duties, role or authority of any Key Persons, if any, of the Company. For the purpose of this Schedule, the term “Key Person” means (i) any chief executive officer, chief financial officer, or chief operating officer; (ii) any director; (iii) any officer or employee with equivalent seniority, strategic importance or functional responsibility; or (iv) any individual subsequently designated in writing by Animoca as a Key Person; |
| 7. | The Company engaging in any business activity other than the passive holding and management of the Listco Shares and the $EDU Consideration strictly in accordance with the terms of this Agreement; |
| 8. | The disposal, Transfer, pledging, charging, Encumbrance or hedging of any $EDU Consideration save as in accordance with Clause 8.1 or Clause 8.2, as applicable; |
| 9. | The Company entering into any Related-Party Transactions. For the purpose of this Schedule, the term “Related-Party Transaction” means any transaction, agreement, arrangement, understanding, commitment or course of dealing (in any form whatsoever, whether written, oral, express or implied, and irrespective of whether on arm’s-length terms) between the Company on the one hand, and ANPA or any of its Affiliates on the other hand, including without limitation, (i) any loan, advance, guarantee or similar obligation; (ii) any provision or receipt of services; (iii) any asset purchases, sales, leases, licences or Transfers; (iv) any joint ventures, partnerships or similar cooperative arrangement; and (v) any payment, distribution, dividend or other transfer of value; |
| 10. | The Company making, authorising, approving, incurring, guaranteeing or becoming liable for any capital expenditure or financial commitment exceeding US$10,000 (or its equivalent in any other currency determined by the prevailing exchange rate published by Bloomberg) in aggregate in any fiscal year; |
| 11. | The making of any loan or advance to another person by the Company; or |
| 12. | Changing the tax residence of the Company. |
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IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.
| SIGNED by | ) | |
| ) | ||
| for and on behalf of | ) | |
| ) | ||
| RICH SPARKLE HOLDINGS LIMITED | ) | |
| ) | ||
| Name: | ||
| Title: |
SIGNATURE PAGE TO SHAREHOLDERS’ AGREEMENT
IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.
| SIGNED by | ) | |
| ) | ||
| for and on behalf of | ) | |
| ) | ||
| RICH BRIGHT CORPORATE | ) | |
| LIMITED 耀發有限公司 | ) | |
| Name: | ||
| Title: |
SIGNATURE PAGE TO SHAREHOLDERS’ AGREEMENT
IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.
| SIGNED by | ) | |
| ) | ||
| for and on behalf of | ) | |
| ) | ||
| DRAGON PORT DEVELOPMENTS | ) | |
| LIMITED | ) | |
| Name: Evan Auyang | ||
| Title: Authorised Signatory |
SIGNATURE PAGE TO SHAREHOLDERS’ AGREEMENT