Next Technology Holding Inc 8-K, filed Nov 13, 2023
Next Technology Holding Inc. (NXTT)
About this 8-K
Next Technology Holding Inc filed this 8-K on November 13, 2023, reporting on events of September 27, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of Company as specified in charter)
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address, including zip code, and telephone number, including area code, of principal executive offices)
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry Into a Material Definitive Agreement.
On September 27, 2023, Wetrade Group Inc., a Wyoming corporation (the “Company”) entered into a sale and purchase agreement (the “Agreement”) with a buyer unaffiliated with the Company (the “Buyer”), pursuant to which the Company agreed to sell and the Buyer agreed to purchase all the issued and outstanding ordinary shares (the “WeTrade Information Shares”) of WeTrade Information Technology Limited and together with its wholly owned subsidiaries. The purchase price for the WeTrade Information Shares is $4,500,000, which is above the unaudited Net Asset Value (“NAV”) of approximately $4,370,000 and valuation amount of $3,500,000. The transaction was completed on September 29, 2023.
Item 2.01. Completion of Acquisition or Disposition of Assets.
During the period between September 1, 2023 and September 30, 2023, the Company acquired approximately 833 bitcoins for approximately $25 million in cash, at a locked-in price of $30,000 per bitcoin. This purchase was made pursuant to a previously disclosed option to purchase 6000 bitcoins over 12 months at the locked-in price of $30,000 per bitcoin.
The disclosure set forth under Item 1.01 is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 30, 2023, shareholders
consisting of a majority of the Company’s then-outstanding shares voted and executed a written consent to remove Ms. Grace Li and
Mr. Daxue Li from the board. For the avoidance of doubt, the officers and directors of the Company are presently as follows:
Hechun Wei, Chief Executive Officer
Mr. Hechun Wei served as executive director and general manager for Shanghai Dazhiruoyu Informational Technology Limited since June 2021 and for Dazhiruoyu Information Technology (Hainan) Limited since September 30, 2022, where he was responsible for business strategies and development of China commerce retail business, digital media and entertainment business. He was also the chief operation officer of Nova Group Limited (HKEX 1360), a cultural entertainment and exhibition investment company, from January 2019 to September 2022, where he was responsible for daily business operations of the company and capital market matters. From March 2018 to October 2018, he served as the general counsel to CNI Securities Group (China), where he was responsible for expanding the company business to inland China and providing legal services. From April 2014 to March 2018, Mr. Wei was the general manager of Shanghai Jinyi Cultural Communication Limited, in charge of the company’s daily operation. Mr. Wei graduated with a bachelor’s degree in Law major at Anhui University.
Annie Huang, Chief Financial Officer
Ms. Annie Huang has two decades of experience serving as chief financial officers for companies in multiple industries, including convention and exhibition industry, fund management industry and real estate industry. She has also held senior management positions in many companies. She is the Chief Financial Officer of NOVA Group Holding Limited (Shanghai) since November 2018, where she oversees compliance work in public listing and auditing matters. Ms. Huang was the Chief Financial Officer of Shanghai Kaiqi Real Estate Investment Consulting Co. in 2017. She also worked as the deputy chief financial officer of Shanghai Kuailu Investment Group Co. from April 2015 to October 2016. Her responsibilities as a chief financial officer included merge and acquisition activities, capital raising, maintaining effective control of internal financial management protocols, and designing cash flow plan for the companies. She holds a CMA certificate and mutual fund practice certificate. Ms. Huang graduated with a bachelor’s degree in Economy major at Fudan University in 1997.
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Biming Guo, Director, Chairman of the Board
Mr. Biming Guo has served as a director for the company since April 2021, and has over 25 years of experience as a CPA in M&A, investment and finance. Mr. Guo now serves as the Accountant-in-Chief and Legal Representative at Jinchengfeng (Xiamen) CPA, an accounting firm in China, where he manages a team of 20 people, focusing on various NEEQ and IPO projects, as well as internal control and tax management counseling. Between April 2016 and April 2018, Mr. Guo was a Senior Auditor at Zhongxincai Guanghua CPA LLP in Beijing, China, where he spearheaded various NEEQ, IPO, internal control and tax management counseling projects. Between July 2014 and March 2016, Mr. Guo was a Project Manager at Founder Securities Co., Ltd, where he served as a financial consultant, responsible for analyzing and performing due diligence on various major assets in underwriting, restructuring, and M&A projects. Mr. Guo started his career in 1996 at Ji’an Developmental Bank, where he served for over a decade in credit risk management. Mr. Guo graduated from Nanchang University in China with a bachelor’s degree. He has been a CPA since 2004, a Certified Tax Agent since 2005, and a licensed attorney since 2010.
Yuxing Ye, Director
Mr. Ye is an attorney licensed to practice in New York State and has over 13 years of experience in advising multinational and PRC companies in corporate law, banking law, investment funds, mergers and acquisitions and regulatory and compliance matters. Mr. Ye started his career as an in-house legal counsel with Bank of China, New York Branch and subsequently with The Bank of Nova Scotia, Singapore Branch, covering a broad range of legal matters involving US sanctions, regional credit markets, derivatives and fixed income products. From 2011 to 2017, he worked as an associate/of counsel with the UK based magic circle law firm Allen Overy LLP and PRC based red circle law firm King & Wood Mallesons and became a partner in 2018 at King & Wood Malleson. Mr. Ye’s legal practice focuses on cross-border merger and acquisitions as well as the related regulatory and compliance matters, involving take-over bids, asset and share purchases/divestures, project/acquisition financings, restructuring, US export control and other commercial arrangements etc. In early 2020, Mr. Ye joined another PRC red circle law firm Zhong Lun as a partner and continues his practice in the aforementioned space, with an even broader coverage of PRC listed companies and investment funds in their outbound acquisitions as well as compliance with US and European regulatory regimes. Mr. Ye obtained his Juris Doctor degree from the Benjamin N. Cardozo School of Law, Yeshiva University in New York in 2007.
Ning Qin, Director
Mr. Qin has over 15 years of experience as a corporate counsel and lawyer, in M&A, investment and finance. In 2003, he started his career as Clerk with the Court of Baqiao District of Xi’an in China and left in 2004. From 2004 to 2005, he worked as Paralegal with Shaanxi Haipu Law Firm in Xi’an of China. In 2008, he worked as a paralegal with Jane Willems’ Firm in Paris, France. From 2009 to 2013, he served as Senior Manager in Tian An China Investment Ltd., (stock code: 0028), listed on the HK stock exchange, responsible for the China legal and investment. In 2013, he worked as General Manager in Shaanxi HDTX Investment Ltd. In 2016, he served as Executive Director in Yulin FFL Environmental Energy Limited (member of ENGIE Group in France). In 2018, he worked as Assistant President in Guanghui Energy Group (stock code: 600256), listed on the SHH stock exchange. From 2020 to present, he is working as Equity Partner in Zhonglun W&D Law Firm in Xi’an. Mr. Qin is a graduate from the Law school of Versailles University in France, and majored in Arbitration and International business in 2008.
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Item 8.01 Other Events.
Since mid-September 2023, Mr. Zheng Dai, Mr. Pijun Liu, and certain individuals under their control (the “Unauthorized Persons”) had been falsely and repeatedly holding themselves out as representing and/or authorized to represent the Company. For example, the Unauthorized Persons caused to be filed certain current reports on Forms 8-K dated September 28, 2023 and October 10, 2023, in which they purported to appoint new officers and directors. These filings were false and should be disregarded.
On September 28, 2023, a derivative lawsuit was filed by certain purported shareholders affiliated with the Unauthorized Persons in the United States District Court for the District of Wyoming against certain officers and directors of the Company, seeking control of the Company. This case was dismissed without prejudice on October 18, 2023.
On October 18, 2023, the same individuals who filed the above-described derivative suit filed a direct action against the Company in the Chancery Court of the State of Wyoming (the “Chancery Court”), again seeking control of the Company. The Company responded to the lawsuit, sought a temporary restraining order restraining the plaintiff-shareholders and their affiliates (including the Unauthorized Persons) from claiming be in control of the Company.
On November 7, 2023, the Chancery Court issued a temporary restraining order substantially restraining the plaintiff-shareholders and their affiliates from claiming to act on behalf of the Company. The lawsuit remains pending.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Sales and Purchase Agreement, dated as of September 27, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Wetrade Group Inc. | ||
| By: | /s/ Hechun Wei | |
| Name: | Hechun Wei | |
| Title: | Chief Executive Officer | |
Dated: November 10, 2023
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Exhibit 10.1
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Dated 27th day of September, 2023
WETRADE GROUP INC (THE VENDOR)
and
(THE PURCHASER)
AGREEMENT
for the sale and purchase of the entire issued share capital of WeTrade Information Technology Limited
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INDEX
| NO. | DESCRIPTION | PAGES | ||
| 1. | DEFINITIONS AND INTERPRETATION | 1 | ||
| 2. | SALE OF THE SALE SHARES | 8 | ||
| 3. | CONDITIONS PRECEDENT | 8 | ||
| 4. | CONSIDERATION | 8 | ||
| 5. | DUE DILIGENCE | 9 | ||
| 6. | REPRESENTATIONS, UNDERTAKINGS AND INDEMNITIES | 9 | ||
| 7. | TERMINATION BY THE PURCHASER | 11 | ||
| 8. | COMPLETION | 11 | ||
| 9. | CONFIDENTIAL ANNOUNCEMENTS | 12 | ||
| 10. | FURTHER ASSURANCE | 12 | ||
| 11. | WAIVER | 12 | ||
| 12. | NO ASSIGNMENT | 12 | ||
| 13. | NON-MERGER ON COMPLETION | 13 | ||
| 14. | TIME OF THE ESSENCE | 13 | ||
| 15. | ILLEGALITY AND UNENFORCEABILITY | 13 | ||
| 16. | DOCUMENTS CONSTITUTING AGREEMENT | 13 | ||
| 17. | COSTS AND EXPENSES | 13 | ||
| 18. | EXECUTION AND COUNTERPARTS | 13 | ||
| 19. | LAW AND JURISDICTION | 14 |
| SCHEDULE 1 | DETAILS OF THE TARGET GROUP COMPANIES | ||
| SCHEDULE 2 | WARRANTIES | ||
| APPENDIX A | UNAUDITED ACCOUNTS | ||
| APPENDIX B | LIST OF INTELLECTUAL PROPERTY RIGHTS |
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THIS AGREEMENT is made the 27th day of September, 2023.
BETWEEN:
| (A) | WETRADE GROUP INC, a company incorporated in the State of Wyoming with limited liability, whose shares are listed on the NASDAQ (stock symbol: WETG) and whose registered place of business in USA is located at 1621 Central Avenue, Cheyenne, Wyoming 82001 (the “Vendor”); |
| (B) | The purchaser, a company incorporated in the Hong Kong with limited liability, whose principal place of business in Hong Kong is located at Flat 1001 10/F, Carnival Commercial Building 18 Java Road, Hong Kong (the “Purchaser”). |
RECITALS:
| (1) | WETRADE INFORMATION TECHNOLOGY LIMITED (the “Target Company”) is a company incorporated under the laws of Hong Kong with limited liability with registration number of 2870053 and registered office at Room 18, BLK A, 7/F., Chiap King Industrial Building, 114 King Fuk Street, San Po Kong, Kowloon, Hong Kong. Details of each of the Target Company and its subsidiaries (collectively, the “Target Group”, and member(s) of the Target Group, a “Target Group Company” or “Target Group Companies”, where appropriate) are set out in Schedule 1. |
| (2) | YUESHANG INFORMATION TECHNOLOGY (BEIJING) LIMITED (referred to herein as “Yueshang Beijing”) was incorporated in China on November 13, 2019 and in the business of providing social e-commerce services, technical system support, and services. Yueshang Beijing is a wholly foreign owned entity in China and is 100% owned by WeTrade Technology. |
| (3) | The Vendor agrees to sell and the Purchaser agrees to purchase (or procure such subsidiary as it may designate to purchase) the Sale Shares (as hereinafter defined) on the terms and subject to the conditions of this Agreement. |
IT IS AGREED as follows:
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | Definitions. In this Agreement, unless specifically provided otherwise or the context requires otherwise the following expressions have the following meanings: |
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“Accounts” means the consolidated unaudited accounts of each of the Target Group comprising the consolidated unaudited balance sheet of the Target Group as at September 25, 2023 and the consolidated audited profit and loss account of the Target Group the period ended September 25, 2023, in each case including the notes thereto and together with the draft reports and other documents annexed to them, copies of which are initialled by the Vendor and the Purchaser and attached hereto as Appendix A for the purpose of identification (the “Unaudited Accounts”).
“Accounts Date” means in relation to the unaudited Accounts on September 25, 2023, (the “Unaudited Accounts Date”);
“Agreement” means this Agreement (including its Schedules and Appendices) as may be supplemented or amended from time to time;
“Amounts Due From/To Vendor Group” means any sum due and owing by any member of the Target Group to the Vendor Group and any sum due and owing by the Vendor Group to any member of the Target Group;
“Assets” means all assets, property and rights (including the benefit of any debt, mortgage or charge), which the Target Group owns including without limitation in particular the Inventories;
“Bank Loans” means loans or advances by, and/or indebtedness due and owing to, banks or authorised financial institutions or such other similar institutions whether in Hong Kong or other parts of the world;
“Business” means in respect of any Target Group Company, the businesses, operations and undertakings of that Target Group Company as now and to be carried on or before Completion including, inter alia, [the provision of (i) SAAS and information technology services;
“Business Day” means a day on which banks are generally open for business in Hong Kong (other than a Saturday, a Sunday or a public holiday or days on which a typhoon signal No. 8 or black rainstorm signal is hoisted in Hong Kong at 10:00 a.m.);
“Cash” means cash in hand or at banks or in any other authorized financial institutions;
“Cash Consideration” means the initial sum of US$4,500,000 to be paid in cash by the Purchaser upon Completion as partial settlement of the Consideration;
“Companies Ordinance” means the Companies Ordinance (Cap 622 of the Laws of Hong Kong);
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“Completion” means actual completion of the sale and purchase of the Sale Shares in accordance with Clause 10;
“Completion Date” means a date falling within [five (5)] Business Days after the fulfilment of the Conditions Precedent and the date on which Completion takes place;
“Conditions Precedent” means those conditions precedent as set out in Clause 3.1 below;
“Consent(s)” includes any licence, consent, approval, authorization, permission, waiver, order, exemption, qualification, registration, certificate, authority or other approval;
“Consideration” means the consideration payable by the Purchaser to the Vendor or any other person as may be directed by the Vendor for the sale and purchase of the Sale Shares as specified or determined in accordance with Clause 4;
“Directors” means the directors from time to time of the relevant company referred to;
“Encumbrance” means any mortgage, charge (whether fixed or floating), debenture, pledge, lien, option, right of pre-emption, right of retention of title, equity, third party right or any other form of security interest or any obligation (including any conditional obligation) to create any of the same;
“US$” means Unites States Dollars, the lawful currency of USA;
“Hong Kong” means the Hong Kong Special Administrative Region of the PRC;
“USA” means the United States of America;
“Intellectual Property Rights” means all intellectual property, including without limitation patents, trade marks, service marks, trade names, logos, designs, registered and unregistered design rights, copyrights and the copyright in all drawings, plans, specifications, designs, computer software, web sites and web pages (including in each case application therefor) in any part of the world and whether or not registered or registrable and all know-how, software programmes, inventions, formulae, trade secrets, data, confidential or secret processes and information, business names and domain names and any similar rights situated in any country and all other similar proprietary rights which may subsist in any part of the world including, where such rights are obtained or enhanced by registration, any registration of such rights and application and rights to apply for such registration; and the benefit (subject to the burden) of any and all Consents in connection with any of the foregoing (including all documents relating thereto), details of the Intellectual Property Rights owned by the Target Group are set out in Appendix B to this Agreement;
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“Inventory” means all stocks, goods and inventory of the Target Group together with any assets, property and rights which any of the Target Group Company owns and which are material for the operation of the Business;
“Liabilities” means any and all liabilities (contingent or otherwise), indebtedness and obligations whether arising at law or in equity or under any warranty, condition, guarantee, indemnity, insurance policy, lease, letter of credit, transaction, commitment, contract (in each case, whether express or implied) or in any other way whatsoever including any and all business liabilities, Taxation liabilities, provisions for Taxation, bad and doubtful debts and indebtedness (including interest, costs and fees), accounts payable, dividends or other distributions payable, depreciation, financial facilities or rights of security or third party rights and all other liabilities howsoever arising;
“Listing Rules” means the Rules Governing the Listing of Securities on the NASDAQ
“Litigations” means all the pending claims, demands, actions, proceedings, defence, counterclaim affecting or involving any Target Group Company;
“Material Adverse Change or Effect” means any change, event, occurrence, state of facts or effect, the consequence of which is to, or could reasonably be expected to materially and adversely affect the financial position, management, business or property, results of operations, legal or financing structure, business prospects or assets or liabilities of any Target Group Company and “Material Adverse Change” or “Material Adverse Effect” shall be construed accordingly;
“Net Tangible Assets” means the consolidated tangible assets of the Target Group less consolidated Liabilities and, for the avoidance of doubt, if the consolidated Liabilities shall exceed the consolidated tangible assets, Net Tangible Assets shall be a negative figure;
“PRC” means the People’s Republic of China;
“RMB” means Renminbi, the lawful currency of the PRC;
“Sale Shares” means the 10,000 Shares to be sold by the Vendor to the Purchaser pursuant to this Agreement representing the entire issued share capital of the Target Company;
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“Subsidiaries” means the subsidiaries of the Target Company, a list of which is set out in Schedule 1;
“Tax” means:
| (a) | any form of tax whenever created or imposed and whether of Hong Kong or the PRC or elsewhere, payable to or imposed by any taxation authority and includes profits tax, provisional profits tax, interest tax, salaries tax, property tax, taxes on income, corporation tax, advance corporation tax, national insurance and social security contributions, capital gains tax, inheritance tax, capital transfer tax, developmental land tax, customs, excise and import duties, goods and services tax, ad valorem tax, estate duty, capital duty, stamp duty, payroll tax and other similar liabilities or contributions and any other taxes, levies, duties, charges, imposts, mandatory pension fund contributions or withholdings similar to, corresponding with, or replacing or replaced by any of the foregoing; and |
| (b) | all charges, interest, penalties and fines, incidental or relating to any taxation falling within (a) above, |
and “Taxation” shall have the corresponding meaning;
“Taxation Authority” means the Inland Revenue Department of Hong Kong and/or any other revenue, customs, fiscal governmental, statutory, central, regional, state, provincial, local governmental or municipal authority, body or person, whether of Hong Kong or elsewhere;
“Taxation Claim” includes any assessment, claim, notice, demand, letter, direction, counterclaim or other document issued or action taken by or on behalf of any fiscal, revenue or other authority or official anywhere in the world whereby any Target Group Company is liable or is sought to be made liable to make any payment of increased or further payment of Taxation or is denied or sought to be denied any Taxation Relief;
“Taxation Event” includes any event, act, transaction, omission or occurrence of any nature (whether or not any Target Group Company is a party thereto) including the completion, receipt or accrual of any income or any distribution, failure to distribute, acquisition, disposal, transfer, payment, loan or advance including the failure to make sufficient dividend payments to avoid and apportionment or deemed distribution of income; and reference to any Taxation Event on or before a date shall be deemed to include any combination of two or more Taxation Events the first of which shall have taken place on or before the date;
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“Taxation Relief” means any loss, relief, allowance, exemption, set-off, deduction, right to repayment or credit or other relief of similar nature granted by, claimed or available in relation to Taxation pursuant to any law or otherwise;
“Tenancies and Licences” means the tenancies and licences of the properties occupied or leased by the Target Group;
“US$” means the United States dollars, the lawful currency of the United States of America;
“Valuation Report” means a valuation report to be prepared by Peak Vision Appraisal and Advisory Limited relating to the business and/or other assets (as the case may be) of the Target Group and in form and substance reasonably satisfactory to the Purchaser;
“Vendor Group” means (i) the Vendor and (ii) any company in which the Vendor or his associates (as defined in the Listing Rules) has controlling interest; and
| 1.2 | Interpretation. In this Agreement unless specifically provided otherwise or the context otherwise requires the following shall apply: |
| (a) | Companies Ordinance. Words and expressions defined in the Companies Ordinance shall have the same respective meanings. |
| (b) | Associates. A body corporate shall be deemed to be associated with another body corporate if it is a holding company or a subsidiary of that other body corporate or a subsidiary of a holding company of that body corporate. |
| (c) | Statutory Provisions. References to statutory provisions shall be deemed to be references to those provisions as amended or re-enacted or as their applications are modified by other provisions from time to time (whether before or after the date hereof) and shall include any provisions of which they are re-enactments (whether with or without modification). |
| (d) | Law. References to “law” shall be construed so as to include the Basic Law of Hong Kong; any common and customary law; and any constitution, decree, judgment, legislation, code, order, ordinance, regulation, rule, statute, treaty or other legislative measure applicable from time to time, and “lawful” shall be construed accordingly. |
| (e) | Clauses. References herein to “Clauses” and “Schedules” and “Appendices” are to clauses of and schedules and appendices to this Agreement and the Schedules and Appendices to this Agreement form an integral part of this Agreement. |
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| (f) | Headings. Clause headings are inserted for convenience only and shall not affect the construction of this Agreement. |
| (g) | Gender; Number. The masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa. |
| (h) | Losses. References to “losses” include all liabilities (whether actual or contingent), loss, damages, injury, compensation, penalties, fines, costs, disbursements and expenses arising from any claim, demand, action or proceedings. |
| (i) | Qualified Statements. Any statement qualified by the expression “to the best knowledge and belief of the Vendor” or “so far as the Vendor are aware” or any such similar expression shall be deemed to include an additional statement that it has been made after due investigation and careful enquiry and shall be deemed also to include the knowledge of each Target Group Company. |
| (j) | Parties. References to the parties are to the parties to this Agreement. |
| (k) | Successors. The expressions the “Company”, “Purchaser” and “Vendor” include their respective successors in title, permitted assigns and nominees. |
| (l) | Construction. The rule known as the ejusdem generis rule shall not apply and accordingly general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. General words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be covered by the general words. |
| (m) | Breach of Warranties. Reference to a breach of Warranty or Warranties shall be deemed to include such Warranty or Warranties being breached, untrue, inaccurate, incomplete, or unfairly presented or misleading in any respect. |
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| 2. | SALE OF THE SALE SHARES |
| 2.1 | Subject to fulfilment of the conditions precedent as set out in Clause 3.1 of this Agreement and the terms and conditions of this Agreement and for the consideration in the sum of US$4,500,000 (subject to adjustment) after taking into account the reference to the valuation of the Target Group as shown in the Valuation Report, the Vendor shall sell as legal and beneficial owner the Sale Shares free from any Encumbrances, equities, claims and adverse interests whatsoever, and together with all rights now and hereafter attaching or accruing to them (including the right to receive all dividends and distributions declared, made or paid in respect of the Sale Shares on or after the date of this Agreement) and the Purchaser, relying on the Warranties, shall purchase (or procure such subsidiary as it may designate to purchase) the Sale Shares on Completion. |
| 3. | CONDITIONS PRECEDENT |
| 3.1 | Conditions Precedent. Completion shall be subject to and conditional upon the satisfaction in full or (at the sole and absolute discretion of the Purchaser) the waiver of the following conditions:- |
| (i) | the Board of WeTrade Group shall have approved the terms of this Agreement and the transactions contemplated hereunder; |
| (ii) | the Consents from the majority shareholders of Vendor; |
| (iii) | the Valuation Report in such form and substance acceptable to the Purchaser shall have been delivered to the Purchaser to its absolute satisfaction; |
| (iv) | net off of the intercompany balances between WeTrade Group Inc, Utour Pte Ltd and Target Company; |
| (v) | it has not come to the attention of the Purchaser that any Material Adverse Changes or Effect has occurred prior to the Completion Date or are likely to occur whether before the Completion Date. |
| 4. | CONSIDERATION |
| 4.1 | Subject to Clause 5 below, the Consideration payable by the Purchaser for the Sale Shares shall be US$4,500,000 (subject to adjustment) after taking into account the reference to the valuation of the Target Group as shown in the Valuation Report, which shall be satisfied in the following manner: |
| (i) | an total sum of US$4,500,000, being the Cash Consideration, shall be paid in cash upon Completion; and |
| 4.3 | The Vendor hereby agrees that the performance in accordance with Clause 4.1 shall be deemed to be a full, complete and final discharge of the payment obligations of the Purchaser for the Sale Shares hereunder. |
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| 5. | DUE DILIGENCE |
| The Purchaser shall be entitled (but not obliged) to carry out a due diligence review and investigation on each member of the Target Group including without limitation to their its assets, liabilities, contracts, commitments and business and financial and legal aspects (“Due Diligence Review”). In order to facilitate the Due Diligence Review, the Vendor shall, and shall procure the Target Company to use its reasonable endeavours to, upon reasonable notice, procure that the Purchaser and/or any persons authorised by any of them shall be given such information, data and documents relating to the members of the Target Group and within business hours, such access to the premises and all books, title deeds, records, accounts and other documentation of each member of the Target Group as the Purchaser and/or its authorised persons may reasonably request. |
| 6. | REPRESENTATIONS, UNDERTAKINGS AND INDEMNITIES |
| 6.1 | Warranties. The Vendor hereby unconditionally and irrevocably represents and warrants to the Purchaser that: |
| (a) | each of the Warranties is now and will at all times be true, complete, accurate and fairly presented in all respects and shall remain in full force and effect notwithstanding Completion; |
| (b) | the Purchaser is entering into this Agreement in reliance upon such Warranties and the information disclosed in the Accounts; and |
| (c) | no information relating to the Target Group of which the Purchaser has knowledge (actual or constructive) and no investigation by or on behalf of the Purchaser shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amount recoverable, and liability in respect thereof shall not be confined to breaches discovered before Completion. |
| 6.2 | No Waiver. The rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by the Purchaser terminating, or failing to terminate, this Agreement or any other event or matter whatsoever except by way of a specific and duly authorised written waiver or release by the Purchaser. |
| 6.3 | Undertakings. The Vendor hereby unconditionally and irrevocably undertakes to the Purchaser that he shall duly and properly perform his obligations under this Agreement, and the Indemnity Deed and the transactions contemplated thereunder. |
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| 6.4 | Indemnity. The Vendor hereby undertakes to indemnify fully and keep indemnified fully the Purchaser (for itself and/or as trustee for the Target Company) at all times from and against: |
| (a) | all losses or liability suffered by the Purchaser or the Target Group including all and any reduction or diminution in value which the Purchaser may sustain, incur or suffer directly or indirectly as a result of or in connection with any breach of Warranties and the Vendor shall pay to the Purchaser on demand the amount of such losses; |
| (b) | all losses suffered by the Target Group as a result of or in connection with, at any time before Completion, any creditor making a valid demand for repayment or payment of any Liability of any Target Group Company or in respect of which any Target Group Company is liable prior to its stated maturity which demand can reasonably be expected to have a Material Adverse Change or Effect; |
| (c) | any losses suffered or incurred by the Purchaser or the Target Group as a result of or in connection with any pending claim, counterclaim, proceeding, investigation, hearing or litigation subsisting on or before Completion to which any Target Group Company is a party (whether as plaintiff or defendant) or any other claim arising in relation thereto whether before or after Completion, or any other causes of actions, facts or circumstances subsisting on or before Completion which give rise to any claim, counterclaim, litigation, proceeding, investigation, hearing or litigation involving any Target Group Company taking place whether before or after Completion; |
| (d) | any action, costs, charges, losses or claims, proceedings, disciplinary action, damages and expenses made by any third party or regulatory authorities in connection with or arising by reason of any act done, concurred or omitted in or related to the execution of the duty as directors or officers of any Target Group Company before Completion; |
| (e) | all losses suffered by the Target Group as a result of or in connection with the existing tenancy agreements entered into by the Target Group being avoided by reason of the failure to obtain good and proper legal title in respect of such properties and/or the failure to obtain the relevant consents or approvals in relation to such tenancies; or |
| (f) | all losses suffered by the Target Group as a result of or in connection with the failure to vest or transfer beneficial interests in the Intellectual Property Rights in relation to the Business in favour of the Target Group. |
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| 7. | TERMINATION BY THE PURCHASER |
| 7.1 | Termination Events. If at any time prior to Completion: |
| (a) | the Vendor commits or has committed any breach of any of his obligations under this Agreement or the transactions contemplated hereunder in any aspect; or |
| (b) | there is a breach of any of the Warranties in any respect; or |
| (c) | any petition is presented for the winding up or liquidation of any Target Group Company or such Target Group Company makes any composition or arrangement with its creditors or enters into a scheme of any Target Group Company or a provisional liquidator, receiver or manager is appointed over all or part of the Assets or undertaking of any Target Group Company or anything analogous thereto occurs and such petition or appointment have not been withdrawn within 14 days thereof in respect of any Target Group Company; or |
| (d) | any Target Group Company commits or has committed any breach of any applicable laws to which the Target Group or any of its Business is subject and which might lead to the suspension or cancellation or revocation or otherwise prejudice the renewal of any Consents given under any applicable laws. |
then, in any such case, the Purchaser may at any time prior to the Completion Date in its absolute discretion without any liability on its part, by notice in writing to the Vendor, terminate this Agreement provided that the failure to exercise the right to terminate this Agreement shall not prejudice the right of the Purchaser to take any action against the Vendor for any breach of the Warranties subsequently.
| 8. | COMPLETION |
| 8.1 | Completion. Completion shall take place at the office of the Purchaser on the Completion Date, or at such other place and time as shall be mutually agreed in writing by the Purchaser and the Vendor. |
| 8.2 | Documents to be delivered by the Vendor. On or before Completion, the Vendor shall deliver to the Purchaser: |
| (a) | consent from majority shareholder of WeTrade Group Inc |
| (b) | consent to net off of intercompany loans and/or liabilities due and owing by the Vendor Group to its member of the Target Group; |
| (c) | valuation report from independent third party appraisal. |
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| 9. | CONFIDENTIAL ANNOUNCEMENTS |
Each of the parties hereto undertakes that prior to Completion and thereafter he or it will not (save as required by law or any applicable rules and regulations of any relevant securities exchange or any supervisory or regulatory authority either of the parties may be subject, make, or permit or authorise the making of any press release or other public statement or disclosure) make any announcement in connection with this Agreement or the transactions contemplated hereunder unless the other party hereto shall have given his or its respective consents to such announcement (which consents may not be unreasonably withheld or delayed and may be given either generally or in a specific case or cases and may be subject to conditions).
| 10. | FURTHER ASSURANCE |
Each of the parties hereby undertakes to the other that, notwithstanding Completion, he or it will do all such acts and things and execute all such deeds and documents as may be necessary or desirable to carry into effect or to give legal effect to this Agreement and the transactions hereby contemplated.
| 11. | WAIVER |
| No waiver by the Purchaser of any breach by the Vendor of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof and any forbearance or delay by the Purchaser in exercising any of its rights hereunder shall not be construed as a waiver thereof. |
| 12. | NO ASSIGNMENT |
| The benefit of the Vendor under any provision in this Agreement may not be assigned hereto without the consent of the Purchaser. |
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| 13. | NON-MERGER ON COMPLETION |
| This Agreement shall notwithstanding Completion remain in full force and effect as regards any of the provisions remaining to be performed or carried into effect and including all undertakings, warranties, representations and indemnities. |
| 14. | TIME OF THE ESSENCE |
Time shall be of the essence as regards any time, date or period mentioned in this Agreement and any time, date or period substituted for the same by agreement of the parties or otherwise.
| 15. | ILLEGALITY AND UNENFORCEABILITY |
| The illegality, invalidity or unenforceability of any part of this Agreement shall not affect the legality, validity or enforceability of any other part of this Agreement. |
| 16. | DOCUMENTS CONSTITUTING AGREEMENT |
This Agreement, the Indemnity Deed and any documents referred to in this Agreement constitutes the entire agreement between the parties and no variation thereof shall be effective unless made in writing signed by or by the duly authorised representatives of the parties.
| 17. | COSTS AND EXPENSES |
| 17.1 | Costs. Each party shall be responsible for his or its own costs and expenses (including legal fees and transaction costs) in relation to the preparation, execution and performance of this Agreement. |
| 17.2 | Stamp Duty. The stamp duty (if any) payable on the transfer of the Sale Shares shall be borne by the parties equally. |
| 18. | EXECUTION AND COUNTERPARTS |
| This Agreement may be executed in one or more counterparts each of which shall be binding on each party by whom or on whose behalf it is so executed, but which together shall constitute a single instrument. For the avoidance of doubt, this Agreement shall not be binding on any party hereto unless and until it shall have been executed by or on behalf of all persons expressed to be party hereto. |
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| 19. | LAW AND JURISDICTION |
| 19.1 | Proper law. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong as regards any claim or matter arising under this Agreement. |
| 19.2 | Non-Exclusive jurisdiction. Nothing in this Agreement shall limit the right of a party to take proceedings against the other party in any other court of competent jurisdiction, nor shall the taking of proceedings by any party in one or more jurisdictions preclude the taking of proceedings by the other in any other jurisdiction, whether concurrently or not. |
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SCHEDULE 1
Details of the Target Group Companies
I. Corporate Structure of the Target Group
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II. Target Company
| Name | WeTrade Information Technology Limited |
| Registered Number | 2870053 |
| Registered Office | Room 18, BLK A, 7/F., Chiap King Industrial Building, 114 King Fuk Street, San Po Kong, Kowloon, Hong Kong |
| Place of Incorporation | Hong Kong |
| Date of Incorporation | September 4, 2019 |
| Authorised Share Capital | 10,000 shares |
| Issued and Paid Up Share Capital | 10,000 shares |
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III.
| Name | Yueshang Information Technology (Beijing) Limited |
| Registered Number | 91110111MA01NN1F55 |
| Registered Office | Room 101, Level 1 Building 8, No. 18, Kechuang 10th Street, Beijing Economic and Technological Development Zone People’s Republic of China 100020 |
| Place of Incorporation | China |
| Date of Incorporation | November 13, 2019 |
| Directors | Wang Jian Shuang |
| Issued and Paid Up Share Capital | USD 2,000,000 |
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IV. WETRADE DIGITAL TECHNOLOGY (BEIJING) LIMITED
| Name | WETRADE DIGITAL TECHNOLOGY (BEIJING) LIMITED |
| Registered Number | 91110111MA01YCT27H |
| Registered Office | 北京市密云区大城子镇大城子村甲2号 |
| Place of Establishment | China |
| Date of Establishment | December 24, 2020 |
| Legal Representative | Wang Jian Shuang |
| Registered Capital | RMB 1,000,000 |
| Issued and Paid Up Share Capital | RMB 1,000,000 |
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V. 上海悦商数科技术集团有限公司
| Name | 上海悦商数科技术集团有限公司 |
| Registered Number | 91310000MABXX8NG68 |
| Registered Office | 中国（上海）自由贸易试验区临港新片区云汉路979号2楼 |
| Place of Establishment | China |
| Date of Establishment | September 13, 2022 |
| Legal Representative | Pei Shuo |
| Registered Capital | RMB 1,000,000 |
| Issued and Paid Up Share Capital | RMB 1,000,000 |
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VI. 西藏小商科技有限公司
| Name | 西藏小商科技有限公司 |
| Registered Number | 91540000MAB0530A40 |
| Registered Office | 青海省格尔木市藏青工业园区A区3号办公楼206室-2号 |
| Place of Establishment | China |
| Date of Establishment | July 29, 2021 |
| Legal Representative | Pei Shuo |
| Registered Capital | RMB 1,000,000 |
| Issued and Paid Up Share Capital | RMB 1,000,000 |
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VII. 悦商科技集团（珠海横琴）有限公司
| Name | 悦商科技集团（珠海横琴）有限公司 |
| Registered Number | 91460000MA5TQB8N33 |
| Registered Office | 珠海市横琴新区环岛东路3000号横琴国际商务中心801-815 |
| Place of Establishment | China |
| Date of Establishment | October 27, 2020 |
| Legal Representative | Li Dao Shan |
| Registered Capital | RMB 1,000,000 |
| Issued and Paid Up Share Capital | RMB 1,000,000 |
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SCHEDULE 2
Warranties
In this Schedule, unless the context otherwise requires, each reference to the “Target Company(ies)” shall be construed as a reference to each and every Target Group Company individually and each representation, warranty or undertaking shall be deemed to have been given in respect of each Target Group Company, respectively. References to the Business of the Target Company or the Business of the Target Groups shall be construed as references to the Business of each relevant Target Group Company. The Vendor represents and warrants and undertakes to the Purchaser that all representations and statements of the facts set out in this Schedule 2 or otherwise contained in this Agreement are and will be true and accurate in all respects as at the date hereof and at all times up to and as at Completion.
| 1. | General Information and Group Structure |
| 1.1 | The information in Schedule 1 is true, accurate and complete in all respects. |
| 1.2 | The issued capital or other ownership interest having ordinary voting power to elect directors, managers or trustees of the Target Company is free from any Encumbrances and is held together with all rights and entitlements attached thereto. No Subsidiaries has any type or class of securities or other ownership interest in issue which is different from the type or class of securities or other ownership interest held by a relevant Target Group Company (other than as set out in its statutory records). No Target Group Company has agreed to issue or allot any securities or other ownership interest. |
| 1.3 | The Subsidiaries as set forth in Schedule 1 comprise all subsidiaries (whether direct or indirect) of the Target Group. No Target Group Company holds 20% or more shareholding interests or voting rights in any other company and no Target Group Company has associated companies. |
| 1.4 | The Target Company is not and will not at Completion be the owner or the registered holder of any share or interest in or other security of or directly or indirectly interested in any body corporate, partnership, joint venture or any form of equity wherever incorporated or established except as set out in Schedule 1. |
| 1.5 | The Target Company has no investments in any business or securities of any other company (other than investment in other Target Group Companies). |
| 2. | Compliance with Legal Requirements |
| 2.1 | The Target 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 is incorporated. |
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| 2.2 | The statutory books and minute books of the Target Company have been properly written up in all respects and compliance has been made with all legal requirements concerning the Target Company and all issues of shares, debentures or other securities thereof and are properly kept in the principal place of business of the Target Company in Hong Kong, where applicable. |
| 2.3 | The registers of members/shareholders/directors/mortgages and charges of the Target Company or the equivalent thereof are correct and to the best knowledge of the Vendor, the Target Company has not received any application or request for rectification of its registers of members/shareholders/directors/mortgages and charges and there are no circumstances which might lead to any such application or request for rectification of such register to be made have arisen or occurred. |
| 2.4 | (a) | The Target Company has not committed any breach of or failed to observe any applicable laws, rules or regulations to which it is subject nor is being subject to any investigation, enquiry, reprimand or interrogation by any statutory or regulatory body in Hong Kong or elsewhere. |
| (b) | The Target Company has complied with all applicable laws, rules and regulation in all respects, and the Target Company has obtained and complied with all necessary Consents to which its Business is subject and has complied with all legal or regulatory requirements in relation to any transactions to which it is or has been a party before Completion or in relation to the Business. |
| (c) | All returns, particulars, resolutions and documents required by the Consents or the Companies Ordinance or any other applicable laws, rules and regulations to be filed with the Registrar of Companies or any other relevant authority in Hong Kong or elsewhere in respect of the Target Company have been duly filed and were correct and accurate in all respects. |
| (d) | The Target Company has full power, authority and legal right to own its Assets and carry on its Business in the jurisdiction in which it currently carries on, or proposes to carry on its Business. |
| (e) | The Vendor has full power to enter into this Agreement and the Indemnity Deed and to exercise his rights and perform his obligations thereunder and (where relevant) all actions required to authorise his execution of this Agreement and the Indemnity Deed and the performance of his obligations under this Agreement and the Indemnity Deed have been duly taken and the Agreement and the Indemnity Deed will, when executed, comprise legal, valid and binding obligations on the Vendor enforceable in accordance with their terms. |
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| (f) | The execution, delivery and performance of this Agreement and the Indemnity Deed and the performance of the obligations by the Vendor thereunder does not and will not violate in any respect any provision of: |
| (i) | any law of or order, writ, injunction or decree of any court in Hong Kong or any jurisdiction in which the Target Company is incorporated or any part thereof prevailing as at the date of this Agreement and up to and including Completion; |
| (ii) | any agreement, commitment or other instrument to which the Vendor or the Target Company is a party or by which the Vendor, the Target Company or their respective Assets may be bound or affected; |
| (iii) | the applicable laws, rules and regulations and documents incorporating and constituting the Target Company prevailing as at the date of this Agreement and up to and including Completion; or |
| (iv) | any mortgage, contract or other undertaking or instrument to which the Vendor or the Target Company is a party or which is binding, upon them or any of their respective Assets, and does not and will not result in the creation or imposition of any Encumbrance on any of their respective Assets. |
| (g) | Other than as set out in this Agreement, no filing or registration with or other requirement of any governmental, regulatory or other competent authority in Hong Kong or any jurisdiction is required by the Vendor in relation to the valid execution, delivery or performance of this Agreement and the Indemnity Deed (or to ensure the validity or enforceability thereof) or any other ancillary documents relating thereto. |
| (h) | The Target Company has not either by itself or vicariously: |
| (i) | committed any breach of any applicable laws, rules and regulations binding upon it or of any provision of its memorandum or articles of association or bye-laws or of any trust deed, agreement or licence to which it is a party or of any covenant or Encumbrance given by it; |
| (ii) | 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 |
| (iii) | omitted to do anything, required or permitted to be done by it necessary for the protection of its title to or for the enforcement or the preservation of any order or priority of any Assets it owns. |
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| 3. | Shares and Options |
| 3.1 | The Vendor is the beneficial owner of the Sale Shares and has the full power to enter into this Agreement and to perform his obligations and the transactions contemplated hereunder, including but not limited to, the sale of the Sale Shares. |
| 3.2 | The Vendor has good and sufficient authority to pass good title and to transfer the beneficial ownership and interests in the Sale Shares to the Purchaser under this Agreement. |
| 3.3 | The Sale Shares are free from any Encumbrances, equities, claims and adverse interests whatsoever; and will, on the Completion Date, be free from any Encumbrances, equities, claims and adverse interests whatsoever. |
| 3.4 | There is no Encumbrance on, over or affecting any part of the unissued capital or loan capital of the Target Company and there is no agreement or commitment to give or create any such Encumbrance and no claim has been made by any person to be entitled to any such Encumbrance which has not been fully waived or satisfied. |
| 3.5 | On Completion, the Sale Shares will be transferred to the Purchaser free from Encumbrances, equities, claims and adverse interests whatsoever. |
| 3.6 | There is no option, agreement or commitment outstanding which calls for the allotment or issue or gives any person the right to call for the allotment or issue of any shares in or securities or debentures of the Target Company. |
| 4. | Corporate Matters |
| 4.1 | The Target Company is duly incorporated or established and validly existing under the laws of its place of incorporation or establishment. |
| 4.2 | The minute books of directors’ meetings and of shareholders’ meetings respectively contain substantially full and accurate records of all resolutions passed by the directors and the shareholders respectively of the Target Company and no resolutions have been passed by either the directors or the shareholders of the Target Company which are not recorded in the relevant minute books. |
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| 4.3 | All Encumbrances in favour of or created by the Target Company have (if appropriate) been registered in accordance with applicable laws, rules and regulations at the relevant registries and authorities. |
| 4.4 | The Target Company has in its possession, custody or control: |
| (a) | an executed copy of all agreements which are material to the Target Company and to which it is a party; and |
| (b) | original copies of all other documents which are material to the Target Company and which are owned by it or which ought to be in its possession. |
| 4.5 | The Memorandum and articles of association (or equivalent document) of the Target Company provided to the Purchaser are true, accurate and complete copies and no alteration has been or will be made to such document after the date hereof. |
| 5. | Accounts |
| 5.1 | The Accounts: |
| (a) | were prepared in accordance with all applicable laws and with generally accepted accounting principles, standards and practices in the jurisdiction in which the Target Company operates (including all applicable Statements of Standard Accounting Practice) at the time they were prepared and on a consistent basis with the unaudited consolidated financial statements of the Target Group for the period from January 1, 2023 to September 25, 2023 and the financial year ended 2022 (the “Relevant Accounts”); |
| (b) | are true and fair, correctly make or include full provision for any established Liabilities (including dividends or other distribution) and including without limitation and deductibles relating to the Litigations, make proper and adequate provisions for all third party claims against the Target Company which may not be covered in its insurance policies, make proper and adequate provision for (or contain a note in accordance with good accounting practice respecting) all deferred, disputed or contingent Liabilities (whether liquidated or unliquidated) and all capital commitments of the Target Group as at the Accounts Date and the reserves and provisions (if any) made therein for all Taxation relating to any period on or before the Accounts Date are proper and adequate; |
| (c) | give and upon delivery will give a true and fair view of the relevant state of affairs and financial and trading positions of the Target Group at the Accounts Date and of the results of the Target Group for the financial period ended on that date; |
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| (d) | correctly include all the Assets of the Target Group as at the Accounts Date and the rate of depreciation adopted therein is appropriate for each of the fixed assets of the Target Group to be written down to nil by the end of their estimated lives; |
| (e) | make appropriate write-downs for slow-moving stock and unrecoverable work in progress and redundant and obsolete stock have been wholly written off and the value attributed to the remaining stock did not exceed the lower of cost and net realisable book value as at the Accounts Date; |
| (f) | contain the same basis of depreciation adopted in respect of fixed assets as those adopted in the previous accounts save as disclosed in the Relevant Accounts; |
| (g) | are not adversely affected by any unusual, exceptional, extraordinary or non-recurring items which are not disclosed in the Accounts. |
| 5.3 | Information as set out in the Accounts is true and correct. |
| 5.4 | Since the Accounts Date, no dividend or other distributions of capital has been or is treated as having been declared, paid or made by the Target Company. |
| 5.5 | There has been no Material Adverse Change or Effect to the Target Group as a whole or any of the Target Group Companies since the Accounts Date. |
| 5.6 | All the Accounts, ledgers and other financial records (including but not limited to statutory and accounting records), of whatsoever kind of the Target Company: |
| (a) | are and will be in its possession; |
| (b) | have been and will be properly and accurately kept; |
| (c) | do not and will not contain any material inaccuracies or discrepancies of any kind; |
| (d) | give and will upon delivery give a true and fair view of its trading transactions, and its financial, contractual and trading position and of its Assets and Liabilities, debtors and creditors; and |
| (e) | have been and will be properly kept and maintained in accordance with relevant laws and generally accepted applicable accounting principles applicable. |
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| 6. | Business |
| 6.1 | The Target Company carries on its Business intra vires, solely under its corporate name, without infringement of any proprietary right or proprietary interest of any other person, without liability to pay any royalty or similar sum and such Business and activities are not in breach of any law or third party rights in Hong Kong or elsewhere. |
| 6.2 | All dividends or distributions (if any) declared, made or paid by the Target Company have been declared, made or paid in accordance with its articles of association or other similar constitutional documents and the applicable laws in the jurisdiction in which the Target Company is incorporated. |
| 6.3 | The Target Company has obtained all Consents, (whether granted by public or private authority) necessary to carry on its Business effectively in the manner and in the place in which its Business is now carried on or in the place in which the service of the Target Group is rendered and such Consents, are in full force and effect and their terms are valid and binding. There are no circumstances which might lead to the breach of any of the terms and conditions of any such Consents and nothing has been done by the Target Company which will result in, or will give rise to or which might lead to the suspension, termination, revocation or cancellation of any such Consents, or which might prejudice their continuation, renewal or re-grant nor are there any amendments, alterations or changes to be made or proposed to be made to the Consents. |
| 6.4 | In respect of the Business of the Target Company: |
| (a) | there are requisite corporate powers in respect thereof, all applicable laws in Hong Kong and elsewhere have been complied with and observed, and there has been no breach or contravention of the same; |
| (b) | the Business and all such Consents may continue to be carried on and held by the Target Company after and notwithstanding Completion; |
| (c) | the Target Company has not relied on one single supplier in sourcing or purchasing the Assets and the supply of materials to the Target Company or the purchases of the Assets for the normal operations of the Business will not be affected; and |
| (d) | the carrying on of such Business in no way contravenes or infringes any third party Intellectual Property Rights including but not limited to patents, industrial designs, copyrights and trademarks. |
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| 6.5 | The Consents referred to in paragraph 6.4(b) are valid and in force; the Target Company is not in breach of any terms of any such Consent (including breach of any requirement relating to such Consent to make returns or reports or supply information) and there are no circumstances which are known, or would on reasonable enquiry be known, to the Vendor which might invalidate any such Consent or render it liable to forfeiture or modification or (in the case of a renewable Consent) affect its renewal. |
| 6.6 | The Target Company has not given any representation, warranty or other term (whether express or implied) in respect of any of its services (except as required under law) and it has no material outstanding Liabilities (including a contingent liability) by virtue of the terms on which the services were sold in respect of any such or services or maintenance or replacement. |
| 6.7 | The Target Company has not (except for the purpose of carrying on its Business in the ordinary course and subject to an obligation of confidentiality) disclosed, or agreed to disclose, or authorised the disclosure of, any of its suppliers or customers, trade secrets or confidential information concerning its Business, all of which are fully and properly recorded in writing or other appropriate form and are not incorrect, incomplete or inappropriate in any way. |
| 6.8 | The business of the Target Company is managed exclusively by its officers and employees, and no person has authority to bind the Target Company other than its officers and employees acting in the ordinary and ostensible course of their duties. |
| 6.9 | All outstanding obligations of the Target Company to any other Target Group Company or any third party have been duly performed and discharged in each case, at no further consideration and with no further liability on the part of the Target Company. |
| 6.10 | No power of attorney given by the Target Company is still in force and the Target Company has not granted any power of attorneys in favour of any third party. |
| 6.11 | There are no outstanding agreements or other authorities (express or implied) by which any person may enter into any contract or commitment to do anything on behalf of the Target Companyor by which any person has been granted any other representative or agency rights or powers. |
| 6.12 | Any and all related party transactions has been made with the approval of the board of directors and no undisclosed or unauthorised transaction, commitment, or negotiation has been or will be entered into or agreed to be entered into by or on behalf of the Target Company by any directors or authorised representatives of the Target Company. |
| 6.13 | There is not outstanding, and there has not at any time been outstanding, any contract or arrangement to which the Target Company is a party and which the Vendor or his associates or any director of the Target Company or associate of such director is or has been interested in, whether directly or indirectly. |
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| 6.14 | There are no legal, administrative, arbitration or other proceedings pending challenging the effectiveness or the validity of the businesses and operations carried on by the Target Group and no such proceedings are threatened. |
| 7. | Financial Matters |
| 7.1 | Save as disclosed in the Audited Accounts, there is no amount due from or due to (i) the Vendor Group; (ii) any third party in respect of any loans/debts, or credits due but not paid; (iii) any bank or financial institutions, such that the Target Company shall have any outstanding Bank Loans and Amounts Due To Vendor Group on Completion and any sum to be contributed by or procured to be contributed by the Vendor to give effect to the same and any sum subsequently discovered to be due and owing by any Target Group Company to any of the persons named in (i), (iii) shall, in each case, be non-recourseable against any Target Group Company. |
| 7.2 | As at the Completion Date, the Target Company will have Net Tangible Assets of not less than US$4,000,000. The Target Company does not have any outstanding Liabilities which have not been disclosed to the Purchaser. |
| 8. | Taxation |
| 8.1 | The Target Company has complied with all relevant legal requirements relating to registration or notification for Taxation purposes in all respects. |
| 8.2 | The Target Company has: |
| (a) | paid all Taxation (if any) due to be paid as at the Completion Date; and |
| (b) | taken all necessary steps to obtain any repayment of or Taxation Relief available to it. |
| 8.3 | All returns, notifications, documents, computations and payments for Taxation purposes which ought to have been made by or in respect of the Target Company in Hong Kong or elsewhere, have been duly made and all such returns, notifications, documents or computations are up to date, correct and on a proper basis and are not the subject of any dispute with the relevant Taxation Authority. |
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| 9. | Litigation |
| 9.1 | The Target Company is not a party to any litigation, arbitration or prosecutions or to any other legal or contractual or disciplinary proceedings or hearings or reprimand before any statutory, regulatory or governmental body or to any disputes or to or the subject of any investigation or outstanding claims, complaints and warnings by any authority in the place where the Business of the Target Company is conducted and no litigation, arbitration, prosecution or other legal or contractual disciplinary proceedings or investigations are threatened or pending either by or against the Target Company and there are no facts or circumstances, subsisting which might give rise to any such proceeding, investigation, hearing or to any dispute or to any payment and there are no unfulfilled or unsatisfied judgment or court orders against the Target Company. |
| 10. | Contracts and Commitments |
| 10.1 | Since the Accounts Date, the Target Company has carried on its business in the ordinary and normal course and, save as mentioned in or as contemplated by this Agreement, the Target Company has not entered into any transaction or incurred any material Liabilities except in the ordinary course of its day-to-day Business on normal commercial terms and on an arm’s length basis for full value. |
| 10.2 | The Target Company is not: |
| (a) | in default under any agreement or obligation to which it is party or in respect of any other obligations or restrictions binding upon it; or |
| (b) | liable in respect of any representation or warranty (whether express or implied) which has a Material Adverse Effect. |
| 10.3 | There are no outstanding contracts, engagements or liabilities, whether quantified or disputed except as shown in the Accounts or entered into in the ordinary course of the Target Company’s day to day business operations on normal commercial terms. |
| 11. | Intellectual Property |
| 11.1 | The Target Company is the sole legal and beneficial owner of the Intellectual Property Rights as listed in Appendix B. |
| 11.2 | The Intellectual Property Rights as listed in Appendix B comprise all the Intellectual Property Rights used or required for the purposes of the business of the Target Group, as the case may be, which are material in the context of its or their business and all of the same are valid, in full force and effect, registered (where applicable) in the name of the relevant Target Group Company or the relevant licensor, not subject to renewal or re-registration within three months of the date hereof, and in the sole legal and beneficial ownership of, or the subject of valid licences held by, the relevant Target Group Company. |
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| 12. | Computer Systems and Software |
| 12.1 | All software supplied by or used by the Target Company (collectively “Software”) and other information technology (including, without limitation, any hardware, networks, data storage devices, peripherals and equipment) supplied by or used by the Target Company (collectively “Hardware”) are fit in all respects for intended purposes, of satisfactory quality, perform in all respects in accordance with their specifications and user or other manuals or documentation and do not contain any defect or feature which do or may adversely affect their performance or the performance of any other software, hardware or system. The Target Company has not at any time had any dispute with any person relating to the functionality, quality or fitness for purpose of the Software or Hardware relating to their compliance with their specifications or with any warranties given by the Target Company or any other person relating to it. |
| 12.2 | The Target Company has taken all reasonable steps to ensure that all Software supplied or used by it is free of any virus and has no grounds for believing that any virus has or will come into contact with such Software. |
| 12.3 | The Target Company has security procedure in place to prevent the unauthorised access, amendment or damage to, or use of, its data or data of third parties held on its computer systems or Software by any third party, and no such unauthorised access, amendment, damage or use has taken place. |
| 13. | Insolvency |
| 13.1 | No order has been made or resolution passed for the winding up of the Target Company and there is not outstanding: |
| (a) | any petition or order for the winding up of the Target Company; |
| (b) | any receivership of the whole or any part of the undertaking or assets of the Target Company; |
| (c) | any petition or order for the administration of the Target Company; or |
| (d) | any voluntary arrangement between the Target Company and any of its creditors. |
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| 14. | No Joint Venture |
The Target Company is not and has not agreed to become a member of any joint venture, consortium, partnership or other unincorporated association; and it is not and has not agreed to become a party to any agreement or arrangement for sharing commissions or other income.
| 15. | Miscellaneous |
| All information given by or on behalf of the Vendor to the Purchaser or its authorised representatives, the Purchaser’s solicitors, accountants or financial adviser, pursuant to, in connection with, or otherwise contained in, this Agreement was when given up-to-date true accurate and complete in all material respects; and there is no fact or matter which may render any such information or documents untrue, inaccurate, incomplete or misleading in any material respects at the date of this Agreement or which might reasonably be expected to influence the Purchaser’s decision to purchase the Sale Shares on the terms of this Agreement. In particular, the Vendor has disclosed all material information or matters relating to the Target Company to the Purchaser or its authorised representatives or the Purchaser’s solicitors, accountants or financial adviser and such information or matters have been set out in the Accounts. |
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SCHEDULE 1
The Subsidiaries
| Name | Place of Incorporation |
| WeTrade Information Technology Limited | Hong Kong |
| 微商数科（北京）科技有限公司 | The PRC |
| 上海悦商数科技术集团有限公司 | The PRC |
| 西藏小商科技有限公司 | The PRC |
| 悦商科技集团（珠海横琴）有限公司 | The PRC |
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IN WITNESS whereof the Vendor and Purchaser has executed this Deed the day and year first above written.
| SIGNED, SEALED AND DELIVERED by | ) | |
| FOR AND ON BEHALF OF | ||
| WETRADE GROUP INC | ) | |
| ) | ||
| in the presence of: | ) | |
| ) |
| SIGNED by | ) | |
| for and on behalf of | ||
| ) | ||
| ) | ||
| in the presence of:- | ) | |
| ) |
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APPENDIX A
Unaudited Accounts
| USD$ | ||||
| Total Assets: | ||||
| Current Assets | 10,733,970 | |||
| Non-current assets | 1,679,775 | |||
| 12,413,745 | ||||
| Total Liabilities: | ||||
| Current Liabilities | 1,218,028 | |||
| Non-current Liabilities | 6,823,171 | |||
| 8,041,200 | ||||
| Net Asset Value (NAV): | 4,372,546 | |||
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APPENDIX B
List of Intellectual Property Rights owned by the Target Group
(a) Trademarks
| Trademark | Class | Registration Number | Effective Period |
(b) Patents
| Patent | Patent Type | Application number | Date of application | Status |
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IN WITNESS WHEREOF the parties have executed this Agreement as a deed on the date first above written.
THE VENDOR
| SIGNED by | ) | |
| duly authorised for and on behalf of | ) | |
| WETRADE GROUP INC | ) | |
| ) | ||
| ) | ||
| in the presence of:- | ) | |
| ) | ||
| ) |
THE PURCHASER
| SIGNED by | ) | |
| duly authorised for and on behalf of | ) | |
| ) | ||
| in the presence of:- | ) | |
| ) | ||
| ) |
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