6-K
WANG & LEE GROUP, Inc. (WLGSF)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025.
Commission File Number 001-41681
WANG& LEE GROUP, Inc.
(Translation of registrant’s name into English)
Mr. Pui Lung Ho, Chief Executive Officer
5-6/F Wing Tai Factory Building,
3 Tai Yip Street,
Kwun Tong,
Kowloon, Hong Kong
Telephone: +852 2889 1313
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Entryinto Material Definitive Agreement
On Mach 12, 2025, WANG & LEE HOLDINGS, Inc. (the “Company”) entered into a sale and purchase agreement (the “Agreement”) with ALLIED WORLDWIDE INDUSTRIES LIMITED (the “Vendor”), for the purchase of the entire issued and outstanding share capital of Solar (HK) Limited (“Solar HK”) (the “Acquisition”), a company incorporated under the laws of Hong Kong, for the consideration of HK$15,000,000 (the “Consideration”). The Consideration shall be satisfied by the Company through the issuance of convertible promissory note (the “Note”) to the Vendor for the principal amount of HK$15,000,000. Upon the completion of the Acquisition, the Company will own the entire issued and outstanding share capital of Solar HK.
Solar HK provides comprehensive services, including solar photovoltaic (PV) system design and installation, green energy project approvals, and emission reduction management. Solar HK, with its all-rounded services and strong client base, is expected to bring extensive synergy to the existing businesses of the Company.
The form of the Agreement is filed as Exhibit 99.1 to this Form 6-K and incorporated herein by reference. The form of the Note is filed as Exhibit 99.2 to this Form 6-K and incorporated herein by reference. The foregoing is only a brief description of the material terms of the Agreement and Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.
On Mach 13, 2025, the Company issued a press release announcing the Acquisition. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
ExhibitIndex
| Exhibit No. | Description |
|---|---|
| 99.1 | Sale and Purchase Agreement, dated March 12, 2025 |
| 99.2 | Form of Convertible Promissory Note |
| 99.3 | Press<br> Release Dated March 13, 2025 |
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.
| Date:<br> March 13, 2025 | WANG<br> & LEE GROUP, INC. | |
|---|---|---|
| By: | /s/ Pui Lung Ho | |
| Name: | Pui<br> Lung Ho | |
| Title: | Chief<br> Executive Officer |
Exhibit 99.1
DATEDTHE 12^th^ DAY OF MARCH, 2025
ALLIEDWORLDWIDE INDUSTRIES LIMITED
as VENDOR
and
WANG& LEE HOLDINGS, INC.
as PURCHASER
SALE AND PURCHASE AGREEMENT
TABLEOF CONTENTS
| Clause | **** | Page |
|---|---|---|
| 1 | Definitions and Interpretation | 3 |
| 2 | Sale and Purchase of the Sale Shares | 6 |
| 3 | Consideration | 6 |
| 4 | Conditions Precedent | 6 |
| 5 | Completion | 8 |
| 6 | Additional Agreements | 8 |
| 7 | Representations and Warranties | 9 |
| 8 | Covenants | 13 |
| 9 | Purchaser’s Right to Terminate | 13 |
| 10 | Pre-Completion Obligations and Conduct | 14 |
| 11 | Indemnification | 14 |
| 12 | Confidentiality | 14 |
| 13 | Costs | 15 |
| 14 | General | 16 |
| 15 | Notices | 17 |
| 16 | GOVERNING LAW | 17 |
| Schedule 1 | Details of the Company | 18 |
| --- | --- | --- |
| Schedule 2 | Structure of the Company as at the date of this Agreement | 19 |
| Schedule 3 | Pre-Completion Undertakings | 20 |
| Schedule 4 | Form of Vendor Guarantee | 21 |
| Schedule 5 | Form of Completion Confirmation Letter | 24 |
| Schedule 6 | Form of Convertible Promissory Note | 25 |
| EXECUTION PAGE | **** |
| SALE AND PURCHASE AGREEMENT | 2 |
| --- | --- |
THIS AGREEMENT is made the 12^th^ day of March, 2025
BETWEEN:
| (1) | ALLIED WORLDWIDE INDUSTRIES LIMITED., a corporation duly organized and existing under the laws<br> of the British Virgin Islands with Company Number 2137079 and registered office at OMC Chambers,<br> Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the “Vendor”);<br> and |
|---|---|
| (2) | WANG & LEE HOLDINGS, Inc., a company incorporated under the laws of the British Virgin<br> Islands, having its registered office at Maples Corporate Services (BVI) Limited, Kingston<br> Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands (the “Purchaser”); |
| --- | --- |
The Vendor and the Purchaser are referred to collectively as the “Parties”, individually as the “Party”.
WHEREAS:
| (A) | Solar<br> (HK) Limited, a company incorporated under the laws of Hong Kong having its registered office<br> at Room 602, 6/F., Golden Gate Commercial Building, 136-138 Austin Road, Tsim Sha Tsui, Hong<br> Kong (the “Company”), has an authorised share capital of $10,000.00 divided<br> into 10,000 ordinary shares of $1 per share, all of which are issued and outstanding as of<br> the date of this Agreement. Further details of the Company are set out in Schedule 1 (Details of the Company). |
|---|---|
| (B) | As<br> at the date of this Agreement, the Vendor is the legal and beneficial owners of the Sale<br> Shares (as defined below), being the entire issued and outstanding share capital of the Company. |
| --- | --- |
| (C) | The<br> Vendor has agreed to sell and the Purchaser has agreed to purchase the Sale Shares for an<br> aggregate consideration of HK$15,000,000, which shall be satisfied by the Purchaser through<br> the issuance of a convertible promissory note, in substantially the form set out in Schedule<br> 6 (the “Note”) |
| --- | --- |
| (D) | Upon<br> Completion, the Purchaser will own the entire issued and outstanding share capital of the<br> Company. |
| --- | --- |
IT IS HEREBY AGREED AS FOLLOWS:
| 1 | Definitions and Interpretation |
|---|---|
| 1.1 | In<br> this Agreement where the context so admits, the following words and expressions shall have<br> the following meanings: |
| --- | --- |
“affiliates” means (a) in relation to an individual: (i) any relative, that is any issue, spouse, brother, sister or parent of that individual; and (ii) any company which is, or may be, directly or indirectly controlled by the individual, any issue, his spouse, his brother, sister or parent or any of them; and for this purpose a company is controlled by one or more persons if he or they are entitled (whether or not conditionally) to exercise more than fifty per cent (50%) of the voting rights in respect of it; and (b) in relation to a company, any subsidiary or holding company of that company and any subsidiary of such holding company, and any company in which such company or any such holding company holds or controls directly or indirectly not less than twenty per cent (20%) of the issued share capital, in each case from time to time and “affiliate” shall be construed accordingly;
| SALE AND PURCHASE AGREEMENT | 3 |
| --- | --- |
“Memorandumof and Articles Association” means the articles of association of the Company as amended from time to time;
“Assets” means, subject to the terms and conditions of this Agreement, right, title, interest and estate, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, including without limitation the License;
“Board” means the board of directors of the Company from time to time;
“BusinessDay” means a day on which commercial banks are open for business in Hong Kong (excluding Saturdays, Sundays and public holidays);
“Completion” means completion of the sale and purchase of the Sale Shares pursuant to Clause 5 (Completion);
“Condition” means a condition set out in Clause 4.1 and “Conditions” means all those conditions;
“ConfidentialInformation” has the meaning ascribed to it in Clause 12.1;
“Directors” means a member of the Board from time to time, being the persons listed as directors of the Company in Schedule 1 (Details of theCompany) at the time of signing this Agreement;
“Encumbrance” means any claim, charge, mortgage, pledge, security, lien, option, equity, power of sale, hypothecation or other third party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind;
“HongKong” means the Hong Kong Special Administrative Region of the People’s Republic of China;
“MaterialAdverse Effect” means an event, circumstance or effect that has a material adverse effect on the business, Assets, properties, results of operations or condition (financial or otherwise) of Company and its Subsidiaries, taken as a whole; provided that the following (or the effects thereof or resulting therefrom) shall be excluded (A) changes in generally accepted accounting principles in the United States or changes in the regulatory accounting requirements applicable to any industry in which the Company and its Subsidiaries operate, (B) changes in the financial or securities markets or general economic or political conditions in the United States, (C) changes (including changes of applicable law) or conditions generally affecting the industry in which the Company and its Subsidiaries operate and not specifically relating to or having a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, (D) acts of war, sabotage or terrorism or natural disasters involving the United States of America, (E) the announcement or consummation of the transactions contemplated by this Agreement, (F) any failure by the Company and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period and any changes in the trading price or trading volume of Shares, (G) any action taken (or omitted to be taken) at the request of the Purchaser or (H) any action taken by the Company or any of its Subsidiaries that is required, expressly contemplated or permitted pursuant to this Agreement.
“OrdinaryShares” means the ordinary shares of the Company that are designated “Ordinary Shares” with a par value of $1 each in the capital of the Company.
“Pre-CompletionUndertakings” means the undertakings listed out in Schedule 3 (Pre-Completion Undertakings);
| SALE AND PURCHASE AGREEMENT | 4 |
| --- | --- |
“Purchaser’sGroup” means the Purchaser and its affiliates from time to time;
“SaleShares” means 10,000 Ordinary Shares of the Company, being the entire issued and outstanding share capital of the Company, which is legally and beneficially owned by the Vendor which the Vendor have agreed to sell to the Purchaser;
“SEC” means the United States Securities and Exchange Commission.
“SecuritiesAct” means the United States Securities Act of 1933, as amended.
“Shareholder” means a shareholder of the Company;
“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at any time directly or indirectly owned by such Person.
“SurvivingProvisions” means Clauses 1 (Definitions and Interpretation), 12 (Confidentiality), 13 (Costs), 13.2, 15 (Notices) and 16 (Governing Law);
“Tax” means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, asset values, turnover, added value or other reference said statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including, without limitation, social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and all penalties, charges, costs and interest relating thereto;
“TargetCompletion Date” means April 14, 2025 (or such other date as may be agreed between the Vendor and the Purchaser in writing);
“US$” or “US Dollars” means United States dollar, the lawful currency of the United States of America; and
“Representationsand Warranties” means the representations and warranties set out in Clause 7 (Representation and Warranties) .
| 1.2 | Unless<br> the context otherwise requires:- |
|---|---|
| (a) | words<br> in the singular include the plural, and vice versa; |
| --- | --- |
| (b) | words<br> importing any gender include all genders; and |
| --- | --- |
| (c) | a<br> reference to a person includes a reference to a body corporate and an unincorporated body<br> of persons. |
| --- | --- |
| 1.3 | Where<br> under this Agreement the day on which any act, matter or thing is to be done is a day other<br> than a Business Day, such act, matter or thing shall be done on the immediately succeeding<br> Business Day |
| --- | --- |
| 1.4 | The<br> headings to the clauses of this Agreement are for ease of reference only and shall be ignored<br> in interpreting this Agreement. |
| --- | --- |
| SALE AND PURCHASE AGREEMENT | 5 |
| --- | --- | | 1.5 | Reference<br> to a Clause, Sub-Clause or Schedule is to a clause, sub-clause or schedule (as the case may<br> be) of or to this Agreement. | | --- | --- | | 1.6 | Reference<br> to ordinances, statutes, legislation or enactments shall be construed as a reference to such<br> ordinances, statutes, legislation or enactments as may be amended or re-enacted from time<br> to time and for the time being in force. | | --- | --- | | 1.7 | The<br> expressions the “Vendor” and the “Purchaser” shall,<br> where the context permits include their respective successors, personal representatives and<br> permitted assigns. | | --- | --- | | 2 | Sale and Purchase of the Sale Shares | | --- | --- |
Subject to and in accordance with the terms of this Agreement, the Vendor shall sell and transfer, and the Purchaser shall purchase the Sale Shares free from all Encumbrances and together with all rights attaching or accruing to them at Completion, including the right to receive all distributions and dividends as declared, paid or made in respect of the Sale Shares on or after Completion.
| 3 | Consideration |
|---|---|
| 3.1 | The<br> total consideration is equal to HK$15,000,000 (the “Consideration”), which<br> shall be satisfied by the Purchaser through the issuance of the Note to the Vendor pursuant<br> to Clause 4.1(j). |
| --- | --- |
| 3.1 | The<br> Note shall be in the principal amount of fifteen million Hong Kong Dollars (HK$15,000,000)<br> (the “Principal Amount”). The Principal Amount shall be equal to one hundred<br> percent (100%) of the Consideration. |
| --- | --- |
| 4 | Conditions Precedent |
| --- | --- |
| 4.1 | Completion<br> of this Agreement is conditional on the following Conditions having been satisfied (or waived<br> by the Purchaser in writing) at or before 4:00 p.m. (Hong Kong time) on the Target Completion<br> Date: |
| --- | --- |
| (a) | the<br> representation and warranties as set out in Clause 7 remaining true and accurate and not<br> misleading at Completion as if repeated at Completion and at all times between the date of<br> this Agreement and Completion; |
| --- | --- |
| (b) | the<br> Purchaser being satisfied upon inspection and investigation as to the financial, corporate,<br> taxation and trading position of the Company, and the title of the Company to its Assets; |
| --- | --- |
| (c) | the<br> performance and observance by the Vendor of all their undertakings and obligations under<br> this Agreement; |
| --- | --- |
| (d) | the<br> signed board resolutions of the Purchaser at which the directors of the Purchaser shall pass<br> resolutions to approve this Agreement and the transactions contemplated hereunder or thereunder,<br> including but not limited to the purchase of the Sale Shares from the Vendor; |
| --- | --- |
| (e) | the<br> Vendor shall have delivered or cause to be delivered to the Purchaser the instrument(s) of<br> transfer and the bought and sold notes of the Sale Shares duly executed by the Vendor as<br> registered holder thereof in favour of the Purchaser or its nominee together with the related<br> share certificate(s); |
| --- | --- |
| SALE AND PURCHASE AGREEMENT | 6 |
| --- | --- | | (f) | the<br> Vendor shall have delivered or cause to be delivered to the Purchaser a guarantee to be executed<br> by the Vendor in favor of the Purchaser, in the form set out in Schedule 4; | | --- | --- | | (g) | the<br> Vendor shall have delivered or cause to be delivered to the Purchaser all the certificates<br> of incorporation, current business registration certificates, the Memorandum and Articles<br> of Association, common seal, company chops, cheque books, current insurance policies, share<br> register and share certificate book and all minute books and other statutory books and records<br> of the Company and all other documents, contracts or agreements of the Company (including<br> without limitation all permits, licenses and other authorisations necessary for the continued<br> operation by the Company of the business which it currently conducts); | | --- | --- | | (h) | the<br> Vendor shall have delivered or cause to be delivered to the Purchaser an original of the<br> signed resolutions of the Directors of the Company at which the Directors shall pass resolutions<br> to: | | --- | --- | | (i) | approve<br> and authorize the execution and completion of this Agreement and the transactions contemplated<br> hereunder or thereunder, including without limitation to the acquisition of the Sale Shares,<br> the issuance of the Note to the Vendor and the performance of the obligations under this<br> Agreement; and | | --- | --- | | (ii) | such<br> waivers or consents as the Purchaser may require to enable the Purchaser to be registered<br> as holders of the Sale Shares. | | --- | --- | | (i) | the<br> Purchaser shall have delivered or cause to be delivered to the Vendor an original of the<br> signed resolutions of the Directors of the Purchaser at which the Directors shall pass resolutions<br> to: | | --- | --- | | (i) | approve<br> and authorise the execution and completion of this Agreement and the transactions contemplated<br> hereunder or thereunder, including without limitation to the acquisition of the Sale Shares,<br> the issuance of the Note to the Vendor and the performance of the obligations under this<br> Agreement; | | --- | --- | | (j) | the<br> Purchaser shall have delivered or cause to be delivered to the Vendor the Note, duly signed<br> and dated the date of delivery. | | --- | --- | | 4.2 | If,<br> at any time, the Purchaser or the Vendor become aware of a fact or circumstance that might<br> prevent a Condition being satisfied, it shall immediately give notice to the other Party<br> of the matter. The Party will then investigate the matter to determine whether it may be<br> reasonably expected to have a material adverse effect on the transactions contemplated hereunder.<br> If the matter is not resolved to the reasonable satisfaction of the Purchaser, the Purchaser<br> may then exercise its rights under Clause 4.3. | | --- | --- | | 4.3 | If<br> any of the Conditions specified from Clause 4.1(a) to Clause 4.1(h) is not fulfilled (or<br> waived by the Party in whose favour the Conditions are given in writing) at or before 4:00<br> p.m. (Hong Kong time) on the Target Completion Date or such other time and date as the Parties<br> shall mutually agree, the Purchaser shall be entitled to: | | --- | --- | | (a) | terminate<br> this Agreement by notice in writing to the Vendor (whereupon this Agreement shall become<br> null and void and of no further effect), without prejudice to the rights accrued to the Parties<br> prior to such termination; or | | --- | --- | | (b) | if<br> it in its sole discretion so elects, proceed to Completion, without prejudice to its rights,<br> claims and remedies under this Agreement (including without limited to any rights, claims<br> or remedies against the Vendor for any breach of the Representation and Warranties or non-fulfilment<br> of any obligations). | | --- | --- |
| SALE AND PURCHASE AGREEMENT | 7 |
| --- | --- | | 5 | Completion | | --- | --- | | 5.1 | Completion<br> shall take place on the Target Completion Date at or before 4:00 p.m. (Hong Kong Time) (or<br> such date, time or place as agreed in writing by the Parties), when the following business<br> will be simultaneously transacted: | | --- | --- | | 5.1.1 | At<br> Completion, the Vendor shall deliver or cause to be delivered to the Purchaser: | | --- | --- | | (a) | a<br> completion confirmation letter to be executed by the Vendor, in the form set out in Schedule<br> 5. | | --- | --- | | 5.1.2 | At<br> Completion, the Purchaser shall deliver or cause to be delivered to the Vendor: | | --- | --- | | (a) | a<br> completion confirmation letter to be executed by the Purchaser, in the form set out in Schedule<br> 5. | | --- | --- | | 5.1.3 | If<br> any of the provisions of this Clause 5 (Completion) are not fully complied with or<br> on the Target Completion Date, notwithstanding any other provision in this Agreement, the<br> Vendor and the Purchaser shall not be obliged to complete the sale and purchase of the Sale<br> Shares and may, in its absolute discretion, by written notice to the other Party before or<br> on the Target Completion Date be entitled (in addition to and without prejudice to all other<br> rights or Completion, the Purchaser shall deliver to the Vendor an original of the signed<br> resolutions of the remedies available to the such Party including the right to claim damages)<br> to: | | --- | --- | | (a) | without<br> prejudice to such Party’s rights under this Agreement (including the Representation<br> and Warranties), effect Completion so far as practicable having regard to any defaults which<br> may have occurred; | | --- | --- | | (b) | defer<br> Completion to a date not more than thirty (30) days after the Target Completion Date, in<br> which case the foregoing provisions of this Clause 5.1.3 shall apply to Completion as so<br> deferred; or | | --- | --- | | (c) | terminate<br> this Agreement (other than the Surviving Provisions) and, save and except an obligation by<br> the Vendor to refund the Cash Consideration, no party shall have any claim of any nature<br> whatsoever against any other party under this agreement (save in respect of any rights and<br> liabilities of the parties which have accrued before termination or in relation to any of<br> the Surviving Provisions). | | --- | --- | | 6 | Additional Agreements | | --- | --- | | 6.1 | The<br> Vendor understands and agrees that the conversion of the Note into equity securities of the<br> Purchaser may require Vendor’s execution of certain documents relating to the purchase<br> and sale of such securities as well as any rights relating to such equity securities and<br> agrees to promptly execute such documents upon reasonable request of the Purchaser. | | --- | --- | | 6.2 | In<br> the event of certain events such as stock splits, distributions, stock dividends, recapitalizations,<br> reorganizations, acquisitions, or reverse stock splits, the price at conversion of the Note<br> and the securities to be acquired on conversion of the Note is subject to adjustment, such<br> adjustment shall negotiated in good faith by the Parties. | | --- | --- |
| SALE AND PURCHASE AGREEMENT | 8 |
| --- | --- | | 7 | Representations and Warranties | | --- | --- | | 7.1 | The Vendor represents and warrants to the Purchaser that: | | --- | --- | | (a) | The<br> Company has been duly incorporated, is validly existing as a company in good standing under<br> the laws of the British Virgin Islands, has the corporate power and authority to own its<br> property and to conduct its business as currently conducted and is duly qualified to transact<br> business and is in good standing in each jurisdiction in which the conduct of its business<br> or its ownership or leasing of property requires such qualification, except to the extent<br> that the failure to be so qualified or be in good standing would not reasonably be expected<br> to be have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.<br> Each Subsidiary of the Company has been duly incorporated or formed, is validly existing<br> as a company in good standing under the laws of the jurisdiction in which it was formed,<br> has the corporate power and authority to own its property and to conduct its business as<br> currently conducted and is duly qualified to transact business and is in good standing in<br> each jurisdiction in which the conduct of its business or its ownership or leasing of property<br> requires such qualification, except to the extent that the failure to be so qualified or<br> be in good standing would not reasonably be expected to be have a Material Adverse Effect<br> on the Company and its Subsidiaries, taken as a whole. | | --- | --- | | (b) | This<br> Agreement has been duly authorized, executed and delivered by, and is a valid and binding<br> agreement of, the Company, enforceable in accordance with its terms, subject to applicable<br> bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general<br> principles of equity. | | --- | --- | | (c) | The<br> execution and delivery by the Company of, and the performance by the Company of its obligations<br> under, this Agreement will not contravene any provision of applicable law or the memorandum<br> and articles of incorporation of the Company or any agreement or other instrument binding<br> upon the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries,<br> taken as a whole, or any judgment, order or decree of any governmental body, agency or court<br> having jurisdiction over the Company or any Subsidiary, other than any contravention that<br> would not have, or reasonably be expected to have, a Material Adverse Effect on the Company<br> and its Subsidiaries, taken as a whole, or on the ability of the Company to perform its obligations<br> and consummate the transactions contemplated by this Agreement. | | --- | --- | | (d) | No<br> consent, approval, authorization or order of, or filing or qualification with, any governmental<br> body or agency is required for the performance by the Company of its obligations under this<br> Agreement, other than 1. compliance with any applicable requirements of any applicable securities<br> laws, and 2. any consent, approval, actions or filings the absence of which would not have,<br> or reasonably be expected to have, a Material Adverse Effect on the Company and its Subsidiaries,<br> taken as a whole, or a material adverse effect on the ability of the Company to perform its<br> obligations and consummate the transactions contemplated by this Agreement. | | --- | --- | | (e) | The<br> Sale Shares have been duly authorized and, when issued and delivered to and paid for by the<br> Purchaser in accordance with the terms of this Agreement, will be validly issued, fully paid<br> and non-assessable, will be sold free and clear of any pledge, lien, security interest, Encumbrance,<br> claim or equitable interest, and the issuance of such Shares will not be subject to any preemptive<br> or similar rights except for restrictions under this Agreement and the Investor Rights Agreement. | | --- | --- | | (f) | As<br> of the date of delivery of the Note pursuant to Clause 4.1(j), the authorized share capital<br> of the Company consists of 10,000 Ordinary Shares. | | --- | --- |
| SALE AND PURCHASE AGREEMENT | 9 |
| --- | --- | | (g) | Since<br> the date of this Agreement, no event or circumstance has occurred that, individually or in<br> the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.<br> Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant<br> to any bankruptcy law nor does the Company have any knowledge or reason to believe that its<br> creditors intend to initiate involuntary bankruptcy proceedings or any fact which would reasonably<br> lead a creditor to do so. | | --- | --- | | (h) | There<br> are no claims, suits, investigation, actions or proceedings pending or, to the Vendor’s<br> knowledge, threatened against the Company or any of its Subsidiaries or, to the best of the<br> knowledge of the Company, any of their respective directors, officers or properties before<br> any court, governmental department, commission, agency, instrumentality or authority, or<br> any arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated<br> by this Agreement or which would reasonably be expected, to have, individually or in the<br> aggregate, a Material Adverse Effect. | | --- | --- | | (i) | To<br> the Vendor’s best knowledge, the Company and each of its Subsidiaries have conducted<br> their businesses in compliance with all applicable laws, regulations and applicable stock<br> exchange requirements, except where the failure to be in compliance would not reasonably<br> be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company<br> and each of its Subsidiaries have all permits, licenses, authorizations, orders and approvals<br> of, and have made all filings, applications and registrations with, any Governmental Entities<br> that are required in order to carry on their business as presently conducted, except where<br> the failure to have such permits, licenses, authorizations, orders and approvals or the failure<br> to make such filings, applications and registrations, individually or in the aggregate, would<br> not reasonably be expected to have a Material Adverse Effect; and all such permits, licenses,<br> certificates of authority, orders and approvals are in full force and effect and, to the<br> knowledge of the Company, no suspension or cancellation of any of them is threatened, and<br> all such filings, applications and registrations are current, except where such failure to<br> be in full force and effect, suspension or cancellation, individually or in the aggregate,<br> would not reasonably be expected to have a Material Adverse Effect. | | --- | --- | | (j) | The<br> Company and its Subsidiaries have rights to all properties and to all Assets necessary to<br> conduct the business now operated by them in each case free from restrictions that would<br> materially affect the value thereof or materially interfere with the use made or to be made<br> thereof by them and any real property or building held under lease by the Company or any<br> of its Subsidiaries are held by it under valid, existing and enforceable leases, in each<br> case, except to the extent where such failure would not reasonably be expected to have a<br> Material Adverse Effect. | | --- | --- | | (l) | To<br> the Vendor’s knowledge, the Company owns or possesses sufficient legal rights including<br> but not limited to trade secrets, licenses, trade mark, confidential information and proprietary<br> rights, all copyrights and all patents and patent rights, as are necessary to the conduct<br> of the business as now conducted or presently proposed to be conducted by the Company and<br> its Subsidiaries, without any known conflict with, or known infringement of, the rights of<br> others, in each case, except to the extent where such failure would not reasonably be expected<br> to have a Material Adverse Effect. | | --- | --- | | (m) | There<br> is no investment banker, broker, finder or other intermediary that has been retained by or<br> is authorized to act on behalf of the Company or any of its Subsidiaries who might be entitled<br> to any fee or commission in connection with the transactions contemplated by this Agreement. | | --- | --- |
| SALE AND PURCHASE AGREEMENT | 10 |
| --- | --- | | (n) | The<br> Vendor is a non-U.S. person (as such term is defined in Rule 902 of Regulation S under the<br> Securities Act) and is not acquiring the equity securities of the Purchaser issuable upon<br> conversion or exercise of the Note thereof (collectively, the “Securities”)<br> for the account or benefit of a U.S. person. Vendor will not, within six (6) months of the<br> date of the transfer of any Securities to the Vendor, (i) make any offers or sales of the<br> Securities in the United States or to, or for the benefit of, a U.S. person (in each case,<br> as defined in Regulation S) other than in accordance with Regulation S or another exemption<br> from the registration requirements of the Securities Act, or (ii) engage in hedging transactions<br> with regard to the Securities unless in compliance with the Securities Act. Neither the Vendor<br> nor any of the Vendor’s affiliates or any person acting on its or their behalf has<br> engaged or will engage in directed selling efforts (within the meaning of Regulation S) with<br> respect to the Securities, and all such persons have complied and will comply with the offering<br> restriction requirements of Regulation S in connection with the offering of the Securities<br> outside of the United States. | | --- | --- | | (o) | Vendor<br> is aware of the Purchaser’s business affairs and financial condition and has acquired<br> sufficient information about the Purchaser to reach an informed and knowledgeable decision<br> to acquire the Securities. Vendor acknowledges and understands that any investment in the<br> Purchaser is highly speculative and subject to a high degree of risk which could result in<br> the loss of Vendor’s entire investment. Vendor acknowledges that it has had the opportunity<br> to review all reports, schedules, forms, statements and other documents required to be filed<br> by the Purchaser under the Securities Act and the Securities Exchange Act of 1934, as amended,<br> including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date<br> hereof (or such shorter period as the Purchaser was required by law or regulation to file<br> such material) and has been afforded (i) the opportunity to ask such questions as it has<br> deemed necessary of, and to receive answers from, representatives of the Purchaser concerning<br> the terms and conditions of the offering of the Securities and the merits and risks of investing<br> in the Securities; (ii) access to information about the Purchaser and its financial condition,<br> results of operations, business, properties, management and prospects sufficient to enable<br> it to evaluate its investment; and (iii) the opportunity to obtain such additional information<br> that the Purchaser possesses or can acquire without unreasonable effort or expense that is<br> necessary to make an informed investment decision with respect to the investment. | | --- | --- | | (p) | Vendor<br> understands that the Securities have not been, and may not be, registered under the Securities<br> Act, by reason of a specific exemption from the registration provisions of the Securities<br> Act which depends upon, among other things, the bona fide nature of the investment intent<br> and the accuracy of Vendor’s representations as expressed herein. Vendor understands<br> that the Securities are “restricted securities” under applicable U.S. federal<br> and state securities laws and that, pursuant to these laws, Vendor must hold the Securities<br> indefinitely unless they are registered with the Securities and Exchange Commission and qualified<br> by state authorities, or an exemption from such registration and qualification requirements<br> is available. Vendor acknowledges that the Purchaser has no obligation to register or qualify<br> the Securities for resale. Vendor further acknowledges that if an exemption from registration<br> or qualification is available, it may be conditioned on various requirements including, but<br> not limited to, the time and manner of sale, the holding period for the Securities, and on<br> requirements relating to the Purchaser which are outside of Vendor’s control, and which<br> the Purchaser is under no obligation and may not be able to satisfy. | | --- | --- | | (q) | Vendor<br> understands that the Securities, and any securities issued in respect thereof or exchange<br> therefor, may bear one or all of the following legends: | | --- | --- | | (I) | “THE<br> SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES<br> ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE<br> OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF<br> INVESTOR COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE<br> TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 UNDER<br> SAID ACT.” | | --- | --- |
| SALE AND PURCHASE AGREEMENT | 11 |
| --- | --- | | (II) | Any legend required by the Blue Sky laws of any state to the<br>extent such laws are applicable to the shares represented by the certificate so legended. | | --- | --- | | (r) | Vendor<br> hereby represents that it has satisfied itself as to the full observance by the Vendor of<br> the laws of its jurisdiction applicable to the Vendor in connection with the purchase of<br> the Securities or the execution and delivery by the Vendor of this Agreement and the Note,<br> including (i) the legal requirements within its jurisdiction for the purchase of the Securities,<br> (ii) any foreign exchange restrictions applicable to the purchase, (iii) any governmental<br> or other consents that may need to be obtained, and (iv) the income tax and other tax consequences,<br> if any, that may be relevant to Vendor’s purchase, holding, redemption, sale, or transfer<br> of the Securities. Vendor’s subscription and payment for, and continued beneficial<br> ownership of, the Securities will not violate any securities or other laws of the Vendor’s<br> jurisdiction applicable to the Vendor. | | --- | --- |
The Vendor is an “accredited investor” as defined in Regulation D under the Securities Act.
| (s) | The<br> Vendor understands that no public market exists for the Notes, and that there is no assurance<br> that a public market will ever develop for the Notes. |
|---|---|
| (t) | The<br> offer to issue the Notes to the Vendor was directly communicated to the Vendor, and at no<br> time was the Vendor presented with or solicited by any leaflet, newspaper or magazine article,<br> radio or television advertisement or any other form of general advertising or solicited or<br> invited to attend a promotional meeting otherwise than in connection and concurrently with<br> such communicated offer. |
| --- | --- |
| (u) | Vendor<br> has not engaged any brokers, finders or agents, and the Company has not, nor will, incur,<br> directly or indirectly, as a result of any action taken by Vendor, any liability for brokerage<br> or finders’ fees or agents’ commissions or any similar charges in connection<br> with this Agreement. |
| --- | --- |
| 7.2 | The<br> Purchaser represents and warrants to the Vendor that: |
| --- | --- |
| (a) | The<br> Purchaser has been duly incorporated, is validly existing as a company in good standing under<br> the laws of the British Virgin Islands, has the corporate power and authority to own its<br> property and to conduct its business as currently conducted and is duly qualified to transact<br> business and is in good standing in each jurisdiction in which the conduct of its business<br> or its ownership or leasing of property requires such qualification, except to the extent<br> that the failure to be so qualified or be in good standing would not reasonably be expected<br> to be have a material adverse effect on the Purchaser and its Subsidiaries, taken as a whole. |
| --- | --- |
| (b) | This<br> Agreement has been duly authorized, executed and delivered by, and is a valid and binding<br> agreement of the Purchaser, enforceable in accordance with its terms, subject to applicable<br> bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general<br> principles of equity. |
| --- | --- |
| SALE AND PURCHASE AGREEMENT | 12 |
| --- | --- | | (c) | The<br> execution and delivery by the Purchaser of, and the performance by the Purchaser of its obligations<br> under, this Agreement will not contravene any provision of applicable law, the organizational<br> documents of the Purchaser, other instrument binding upon the Purchaser or any of its Subsidiaries,<br> or any judgment, order or decree of any governmental body, agency or court having jurisdiction<br> over the Purchaser or any Subsidiary, other than any contravention that would not have, or<br> reasonably be expected to have, a material adverse effect on the Purchaser and its Subsidiaries,<br> taken as a whole, or on the ability of the Purchaser to perform its obligations and consummate<br> the transactions contemplated by this Agreement. | | --- | --- | | (d) | No<br> consent, approval, authorization or order of, or filing or qualification with, any governmental<br> body or agency is required for the performance by the Purchaser of its obligations under<br> this Agreement, other than (i) compliance with any applicable requirements of any applicable<br> securities laws, and (ii) any consent, approval, actions or filings the absence of which<br> would not have, or reasonably be expected to have, a material adverse effect on the Purchaser<br> and its Subsidiaries, taken as a whole, or on the ability of the Purchaser to perform its<br> obligations and consummate the transactions contemplated by this Agreement. | | --- | --- | | (e) | There<br> is no investment banker, broker, finder or other intermediary which has been retained by<br> or is authorized to act on behalf of the Purchaser or any of its Subsidiaries who might be<br> entitled to any fee or commission in connection with the transactions contemplated by this<br> Agreement. | | --- | --- | | 8 | Covenants | | --- | --- | | 8.1 | On<br> the date hereof or promptly thereafter, the Purchaser and the Vendor may issue a press release<br> and the Purchaser may furnish a current report on Form 6-K to the SEC which exhibits such<br> press release. The Purchaser shall also be entitled to file a copy of this Agreement as an<br> exhibit to its annual report on Form 20-F. The Purchaser shall be entitled to file a copy<br> of this Agreement as an exhibit to its statement on Schedule 13D filed with the SEC with<br> respect to the transactions contemplated hereunder to the extent required by applicable law.<br> No other written public release or announcement concerning the transactions contemplated<br> hereby shall be issued by the Company or the Purchaser without the prior written consent<br> of the other party, in which case the Company and the Purchaser shall issue such public release<br> or announcement jointly, except as such release or announcement may be required by law or<br> the rules or regulations of any securities exchange, in which case the Company or the Purchaser,<br> as applicable, shall allow the other party reasonable time to comment on such release or<br> announcement in advance of such issuance. | | --- | --- | | 8.2*.* | Each<br> of the Purchaser and the Vendor shall use commercially reasonable efforts to take all actions<br> necessary or appropriate to consummate the transactions contemplated by this Agreement. | | --- | --- | | 9 | Purchaser’s Right to Terminate | | --- | --- | | 9.1 | If<br> at any time before Completion any fact, matter or event (whether existing or occurring on<br> or before the date of this Agreement or arising or occurring afterwards) comes to the notice<br> of the Purchaser which: | | --- | --- | | (a) | constitutes<br> a breach by the Vendor of this Agreement (including without limitation, any breach of the<br> pre-Completion undertakings in Schedule 3 (Pre-Completion Undertakings)); or | | --- | --- |
| SALE AND PURCHASE AGREEMENT | 13 |
| --- | --- | | (b) | would<br> constitute a breach of any Representation and Warranty, if the Representations and Warranties<br> were given on or at any time before Completion by reference to the facts and circumstances<br> then existing; | | --- | --- |
then the Purchaser may by written notice given to the Vendor at any time before Completion terminate this Agreement (other than the Surviving Provisions) in which case no Party shall have any claim of any nature whatsoever against any other Party under this Agreement (save in respect of any rights and liabilities of the Parties which have accrued before termination or in relation to any of the Surviving Provisions).
| 9.2 | The<br> Vendor undertakes to disclose promptly to the Purchaser in writing any breach, matter, event,<br> condition, circumstance, fact or omission of which The Vendor becomes aware that may give<br> rise to a right of termination under Clause 4.3. |
|---|---|
| 10 | Pre-Completion Obligations and Conduct |
| --- | --- |
During the period from the date of this Agreement to Completion, the Vendor shall comply with and shall procure that the Company and, to the extent within the control of the Company complies with their respective obligations set out in Schedule 3 (Pre-Completion Undertakings).
| 11 | Indemnification |
|---|---|
| 11.1 | The<br> Vendor (as the “Indemnifying Party”) shall indemnify, defend and hold<br> the Purchaser and the Purchaser’s Group and the respective officers, directors and<br> employees of each of the foregoing (each, an “Indemnified Party”) harmless<br> from and against any and all losses, damages, liabilities, claims, lawsuits, proceedings,<br> cost and expenses, fines and penalties, including legal fees and interest (including the<br> fees, disbursements, charges of lawyers and other expenses incurred by the Indemnified Party<br> in any action between the Indemnifying Party and the Indemnified Party or between the Indemnified<br> Party and any third party in connection with any investigation or evaluation of a claim or<br> otherwise, and including any diminution in value of the shares purchased hereunder) incurred<br> by the Indemnified Party in connection with or arising from: (a) any breach of or inaccuracy<br> in any representation or warranty of the Indemnifying Party contained in this Agreement (including<br> but not limited to the Representations and Warranties); and (b) any failure by the Indemnifying<br> Party to perform any of its covenants or agreements under this Agreement. |
| --- | --- |
| 11.2 | The<br> Purchaser shall indemnify, defend and hold the Vendor harmless from and against any and all<br> losses, damages, liabilities, claims, lawsuits, proceedings, cost and expenses, fines and<br> penalties, including legal fees and interest incurred by the Vendor in connection with or<br> arising from any failure by the Purchaser to complete the purchase of the Sale Shares in<br> accordance with the provisions of this Agreement. |
| --- | --- |
| 12 | Confidentiality |
| --- | --- |
| 12.1 | Each<br> Party undertakes that it shall treat as strictly confidential, and shall procure that its<br> subsidiaries and holding companies and its shareholders, directors, officers, representatives,<br> agents, employees and advisers treat as strictly confidential, all information (whether oral,<br> graphic, written or in electronic form) which it receives or obtains as a result of entering<br> into or performing this Agreement or which any Party has received in relation to any other<br> Party (the “Confidential Information”), including, without limitation: |
| --- | --- |
| (a) | any<br> information received or held by any Party where such information relates to the other Party<br> and its affiliates; |
| --- | --- |
| (b) | information<br> relating to the provisions and subject matter of this Agreement; |
| --- | --- |
| SALE AND PURCHASE AGREEMENT | 14 |
| --- | --- | | (c) | information<br> relating to the existence of this Agreement and their respective purposes; and | | --- | --- | | (d) | information<br> relating to the negotiations leading up to this Agreement, including any information relating<br> to or in respect of any negotiations and communications between the Parties after the date<br> of this Agreement. | | --- | --- |
If this Agreement ceases to have effect for whatever reason, each Party undertakes to return to the other Party all Confidential Information which have been provided to the other Party and its affiliates in connection with this Agreement. Each Party shall not, and shall procure that its subsidiaries and holding companies and the respective directors, officers, representatives, agents, employees and advisers shall not, use for its own business purpose or disclose to any third party any Confidential Information without the prior written consent of the other Party.
| 12.2 | The<br> restrictions contained in Clause 12.1 shall not apply so as to prohibit disclosure or use<br> of any information if and to the extent: |
|---|---|
| (a) | the<br> disclosure or use is required by law or regulatory body pursuant to roles to which the Parties<br> or their respective affiliates are subject; |
| --- | --- |
| (b) | the<br> disclosure is made by a Party to its directors, officers, representatives, agents, employees<br> or advisers for purposes relating to this Agreement on terms that such directors, officers,<br> representatives, agents, employees or advisers undertake to comply with the provisions of<br> Clause 12.1 in respect of such information as if they were a party to this Agreement; |
| --- | --- |
| (c) | the<br> information becomes publicly available (other than by a breach of this Agreement); |
| --- | --- |
| (d) | the<br> other Party has given prior written consent to the disclosure or use; or |
| --- | --- |
| (e) | the<br> disclosure or use is required for the purpose of any judicial proceedings arising out of<br> this Agreement or any document referred to herein, provided<br>always that prior to disclosure or use of any information pursuant to Clause 12.2(a), the Party shall promptly notify the Purchaser of<br>such requirement and shall consult with the other Party where feasible and give due consideration to its reasonable requirements before<br>complying with such requirement. |
| --- | --- |
| 12.3 | Without<br> prejudice to any other rights or remedies which either Party may have, each Party acknowledges<br> and agrees that damages may not be an adequate remedy for any breach of this Clause 12 (Confidentiality)<br> and the remedies of injunction, specific performance and other equitable relief are appropriate<br> for any threatened or actual breach of any such provision and no proof of special damages<br> shall be necessary for the enforcement of the rights under this Clause 12 (Confidentiality). |
| --- | --- |
| 13 | Costs |
| --- | --- |
| 13.1 | Each<br> Party shall pay its own costs in connection with the negotiation, preparation, execution<br> and implementation of this Agreement and any other matters in connection therewith. |
| --- | --- |
| 13.2 | The<br> ad valorum stamp duty payable on the transfer of the Sale Shares shall be borne equally between<br> the Purchaser and the Vendor. |
| --- | --- |
| SALE AND PURCHASE AGREEMENT | 15 |
| --- | --- | | 14 | General | | --- | --- | | 14.1 | This<br> Agreement shall be binding upon and inure for the benefit of the assigns and successors of<br> the Parties. | | --- | --- | | 14.2 | No<br> Party may assign this Agreement or any of its rights and/or transfer any of its obligations<br> under this Agreement to any third party without the prior written consent of the other Party. | | --- | --- | | 14.3 | This<br> Agreement (together with the other documents referred to herein) constitute the whole agreement<br> between the Parties relating to the subject matter of this Agreement and supersedes any previous<br> agreements and arrangements between them relating to the subject matter of this Agreement<br> (and any other the other documents referred to herein). | | --- | --- | | 14.4 | No<br> variations of this Agreement shall be effective unless made in writing signed by duly authorised<br> representatives of the Vendor and the Purchaser. | | --- | --- | | 14.5 | All<br> of the provisions of this Agreement shall remain in full force and effect notwithstanding<br> Completion (except insofar as they set out obligations which have been fully performed at<br> Completion). | | --- | --- | | 14.6 | If<br> any provision or part of a provision of this Agreement shall be, or be found by any authority<br> or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability<br> shall not affect the other provisions or parts of such provisions of this Agreement, all<br> of which shall remain in full force and effect. | | --- | --- | | 14.7 | Any<br> right of rescission conferred upon a Party hereby shall be in addition to and without prejudice<br> to all other rights and remedies available to it (and, without prejudice to the generality<br> of the foregoing, shall not extinguish any right to damages to which such Party may be entitled<br> in respect of the breach of this Agreement) and no exercise or failure to exercise such a<br> right of rescission shall constitute a waiver by such Party of any such other right or remedy. | | --- | --- | | 14.8 | No<br> failure of a Party to exercise, and no delay or forbearance in exercising, any right or remedy<br> in respect of any provision of this Agreement shall operate as a waiver of ouch right or<br> remedy. | | --- | --- | | 14.9 | At<br> any time after the date of this Agreement, each Party shall, and shall use all reasonable<br> endeavours to procure (to the extent it is legally or contractually entitled to do so that<br> any necessary third party shall, execute such documents and do such acts and things as the<br> other Party may reasonable require for the purpose of giving to such Party the benefit and<br> provisions of this Agreement. | | --- | --- | | 14.10 | This<br> Agreement may be executed in one or more counterparts, and by the Parties on separate counterparts,<br> but shall not be effective until each Party has executed at least one counterpart and each<br> such counterpart shall constitute an original of this Agreement but all the counterparts<br> shall together constitute one and the same instrument. | | --- | --- | | 14.11 | For<br> avoidance of doubt, the Purchaser is only obliged to complete the purchase of the Sale Shares<br> when both Vendor fully comply with their obligations pursuant to this Agreement. | | --- | --- | | 14.12 | Any<br> date or period mentioned in any clause may be extended by mutual agreement between the Parties,<br> but, as regards any date or period originally fixed or any date or period so extended as<br> aforesaid, time shall be of the essence. | | --- | --- |
| SALE AND PURCHASE AGREEMENT | 16 |
| --- | --- | | 15 | Notices | | --- | --- | | 15.1 | Any<br> notice or other communication in connection with this Agreement shall be in writing in English<br> (a “Notice”) and shall be sufficiently given or served if delivered or<br> sent: | | --- | --- |
To the Vendor:
| Address: | OMC<br> Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands |
|---|---|
| Attention : | ALLIED WORLDWIDE INDUSTRIES LIMITED |
To the Purchaser:
| Address: | Kingston<br> Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands |
|---|---|
| Attention: | WANG & LEE HOLDINGS, Inc. |
or to such other address or fax number as the relevant Party may have notified to the other Parties in writing in accordance with this Clause 15 (Notices).
| 15.2 | Unless<br> there is evidence that it was received earlier, a Notice is effective when: |
|---|---|
| (a) | delivered<br> personally, when left at the address referred to in Clause 15.1; |
| --- | --- |
| (b) | sent<br> by prepaid registered post or courier, two (2) Business Days after posting it; |
| --- | --- |
| (c) | sent<br> by air mail, five (5) Business Days after posting it; and |
| --- | --- |
| (d) | sent<br> by fax, when confirmation of its transmission has been recorded by the sender’s fax<br> machine. |
| --- | --- |
| 16 | GOVERNING LAW |
| --- | --- |
| 16.1 | This<br> Agreement shall be governed by and construed in accordance with the laws of Hong Kong. |
| --- | --- |
| SALE AND PURCHASE AGREEMENT | 17 |
| --- | --- |
Schedule 1
Details of the Company
| 1. | Name: | Solar<br> (HK) Limited |
|---|---|---|
| 2. | Company<br> number: | 70865783 |
| 3. | Address<br> of registered office: | Room<br> 602, 6/F, Golden Gate Commercial Building, 136-138 Austin Road, Tsim Sha Tsui, Hong Kong |
| 4. | Date<br> and place of incorporation: | June<br> 21, 2019, Hong Kong |
| 5. | Authorised<br> share capital: | HK$10,000.00 |
| 6. | Directors: | Chik<br> Ho Fung |
| 7. | Secretary: | SSC<br> Corporate Services Limited |
| 8. | Legal<br> and beneficial shareholders: | ALLIED<br> WORLDWIDE INDUSTRIES LIMITED |
| SALE AND PURCHASE AGREEMENT | 18 |
| --- | --- |
Schedule 2
Structure of the Company as at the date of this Agreement
| SALE AND PURCHASE AGREEMENT | 19 |
| --- | --- |
Schedule 3
Pre-Completion Undertakings
The Vendor, being the holder of the entire issued and outstanding share capital of the Company,agree from the date of this Agreement until Completion:
| (a) | the<br> Vendor shall not sell, transfer, or dispose of any interest in the Sale Shares; |
|---|---|
| (b) | the<br> Vendor shall not create or attempt or agree to create or permit to arise or exist (i) any<br> Encumbrance over all or any part of the Sale Shares or Assets or otherwise assign, deal with<br> or dispose of all or any part of the Sale Shares or Assets; and (ii) grant in favour of any<br> other person any interest in or any option or other rights in respect of the Sale Shares<br> or Assets; |
| --- | --- |
| (c) | that<br> no share or loan capital or other security is created, issued or allotted or agreed to be<br> created, issued or allotted by the Company and that no option over or other right to subscribe<br> for any share or loan capital or other security is granted by the Company; |
| --- | --- |
| (d) | there<br> shall be no declaration, authorisation, making or payment of a dividend or other distribution<br> (whether in cash, stock or in kind) by the Company nor any reduction of the Company’s<br> paid-up share capital; |
| --- | --- |
| (e) | the<br> Company shall not give any guarantee, indemnity, surety or security; |
| --- | --- |
| (f) | the<br> Company (and its respective directors and officers) shall comply with all applicable laws<br> and regulations; |
| --- | --- |
| (g) | the<br> Company shall not dispose of the ownership, possession, custody or control of any corporate<br> or other books or records; |
| --- | --- |
| (h) | the<br> Company shall not compromise, settle, release, discharge or compound any material civil,<br> criminal, arbitration or other proceedings or any material liability, claim, action, demand<br> or dispute or waive any right in relation to any of the foregoing; |
| --- | --- |
| (i) | the<br> Company shall not release, compromise or write off any material amount recorded in the books<br> of account of the Company; |
| --- | --- |
| (j) | the<br> Company shall not purchase, take on lease or assume possession of any real property; |
| --- | --- |
| (k) | the<br> Company shall not extend any credit, or loan any amounts to any party (including, without<br> limitation, to the Vendor or to their affiliates or loan any amounts to any Director or Shareholder); |
| --- | --- |
| (l) | the<br> Company shall not make any payments to the Vendor or to their affiliates, except salary,<br> bonus or agreed sales incentive in amounts agreed with the Purchaser in writing; |
| --- | --- |
| (m) | not<br> do, allow or procure, and shall ensure that the Company shall not do, allow or procure, any<br> act or omission which would constitute or give rise to a breach of any Representation and<br> Warranty if the Representations and Warranties were repeated at any time before Completion<br> by reference to the facts and circumstances then existing as if references in the Representations<br> and Warranties to the date of this Agreement were references to the relevant date; |
| --- | --- |
| (n) | the<br> Company shall not grant any consent or waiver or enter into any agreement or undertaking<br> with any persons in respect of its interest in associated companies unless directed to do<br> so in writing by the Purchaser; |
| --- | --- |
| (o) | Notwithstanding<br> the foregoing, the Company may engage in any transaction necessary to bring the Company in<br> compliance with its representations and warranties in Clause 7, Representations and Warranties. |
| --- | --- |
| SALE AND PURCHASE AGREEMENT | 20 |
| --- | --- |
Schedule 4
Form of Vendor Guarantee
Date: March 12, 2025
In consideration of WANG & LEE HOLDINGS, Inc. (the “Purchaser”) entering the Sales and Purchase Agreement dated March 12, 2025 (the “Agreement”), ALLIED WORLDWIDE INDUSTRIES LIMITED (the “Vendor”) hereby guarantees unconditionally and irrevocably to the Purchaser:
| 1. | The<br> due and punctual performance and observance by the Vendor of all the undertakings of the<br> Vendor under or pursuant to or in connection with the Agreement (as any of such obligations<br> and liabilities may from time to time be varied, extended, increased or replaced), including<br> but not limited to, the Pre-Completion Undertakings under Schedule 3 of the Agreement. As<br> an independent and primary obligation and without prejudice to the rest of the Agreement,<br> the Vendor undertakes to keep the Purchaser fully indemnified against all liabilities, losses,<br> proceedings, claims, damages, costs and expenses of whatever nature which it may suffer or<br> incur as a result of any failure or delay by the Vendor in the performance of any such undertakings. |
|---|---|
| 2. | If<br> any obligation or liability of the Vendor contained in this Vendor Guarantee is not or ceases<br> to be valid or enforceable against the Vendor (in whole or in part) on any ground whatsoever<br> (including, but not limited to, any defect in or want of powers of that Vendor or irregular<br> exercise of such powers, or any lack of authority on the part of any person purporting to<br> act on behalf of that Vendor, or any legal or other limitation, disability or incapacity<br> of that Vendor or that Vendor taking steps to enter into or entering into bankruptcy, liquidation,<br> administration or insolvency, or any other step being taken by any person with a view to<br> any of those things), the Vendor shall nevertheless be liable to the Purchaser in respect<br> of that purported obligation or liability as if the same were fully valid and enforceable<br> and the Purchaser were the principal debtor in respect thereof. |
| --- | --- |
| 3. | The<br> liability of the Vendor under this Vendor Guarantee shall not be discharged or affected in<br> any way by: |
| --- | --- |
| 3.1 | Solar<br> (HK) Limited (the “Company”) or any other person compounding or entering into<br> any compromise, settlement or arrangement with the Vendor, any co-guarantor or any other<br> person; or |
| --- | --- |
| 3.2 | the<br> Purchaser granting any time, indulgence, concession, relief, discharge or release to the<br> Vendor; or |
| --- | --- |
| 3.3 | the<br> amalgamation, merger, reconstruction, insolvency, receivership, administration or winding<br> up of the Vendor or any change in the Company’s or the Vendor’s constitution<br> or any change in the ownership of either of them; or |
| --- | --- |
| 3.4 | any<br> other matter or thing which, but for this provision, might exonerate or affect the liability<br> of the Vendor. |
| --- | --- |
| SALE AND PURCHASE AGREEMENT | 21 |
| --- | --- | | 4. | The<br> Purchaser shall not be obliged to take any steps to enforce any rights or remedy against<br> the Vendor or other person before enforcing this Vendor Guarantee. | | --- | --- | | 5. | The<br> Vendor, being the holder of the entire issued and outstanding share capital of the Company,<br> warrants to the Purchaser that: | | --- | --- | | 5.1 | it<br> has the power to execute, deliver and perform its obligations under the Vendor Guarantee<br> and no limitation on the powers of the Vendor will be exceeded as a result of entering into<br> this Vendor Guarantee; | | --- | --- | | 5.2 | As<br> of the Target Completion Date, as defined in the Agreement, the authorized share capital<br> of the Company consists of HK$10,000.00, HK$10,000.00 divided into 10,000 ordinary shares<br> of HK$1 per share, all of which are issued and outstanding. | | --- | --- | | 5.3 | The<br> Company has been duly incorporated, is validly existing as a company in good standing under<br> the laws of the British Virgin Islands, has the corporate power and authority to own its<br> property and to conduct its business as currently conducted and is duly qualified to transact<br> business and is in good standing in each jurisdiction in which the conduct of its business<br> or its ownership or leasing of property requires such qualification, except to the extent<br> that the failure to be so qualified or be in good standing would not reasonably be expected<br> to be have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.<br> Each Subsidiary of the Company has been duly incorporated or formed, is validly existing<br> as a company in good standing under the laws of the jurisdiction in which it was formed,<br> has the corporate power and authority to own its property and to conduct its business as<br> currently conducted and is duly qualified to transact business and is in good standing in<br> each jurisdiction in which the conduct of its business or its ownership or leasing of property<br> requires such qualification, except to the extent that the failure to be so qualified or<br> be in good standing would not reasonably be expected to be have a Material Adverse Effect<br> on the Company and its Subsidiaries, taken as a whole. | | --- | --- | | 5.4 | There<br> are no claims, suits, investigation, actions or proceedings pending or, to the Company’s<br> knowledge, threatened against the Company or any of its Subsidiaries or, to the best of the<br> knowledge of the Company, any of their respective directors, officers or properties before<br> any court, governmental department, commission, agency, instrumentality or authority, or<br> any arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated<br> by this Agreement or which would reasonably be expected, to have, individually or in the<br> aggregate, a Material Adverse Effect. | | --- | --- | | 5.5 | To<br> the Company’s best knowledge, the Company and each of its Subsidiaries have conducted<br> their businesses in compliance with all applicable laws, regulations and applicable stock<br> exchange requirements, except where the failure to be in compliance would not reasonably<br> be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company<br> and each of its Subsidiaries have all permits, licenses, authorizations, orders and approvals<br> of, and have made all filings, applications and registrations with, any Governmental Entities<br> that are required in order to carry on their business as presently conducted, except where<br> the failure to have such permits, licenses, authorizations, orders and approvals or the failure<br> to make such filings, applications and registrations, individually or in the aggregate, would<br> not reasonably be expected to have a Material Adverse Effect; and all such permits, licenses,<br> certificates of authority, orders and approvals are in full force and effect and, to the<br> knowledge of the Company, no suspension or cancellation of any of them is threatened, and<br> all such filings, applications and registrations are current, except where such failure to<br> be in full force and effect, suspension or cancellation, individually or in the aggregate,<br> would not reasonably be expected to have a Material Adverse Effect. | | --- | --- |
| SALE AND PURCHASE AGREEMENT | 22 |
| --- | --- | | 5.6 | To<br> the Company’s knowledge, the Company owns or possesses sufficient legal rights including<br> but not limited to trade secrets, licenses, trade mark, confidential information and proprietary<br> rights, all copyrights and all patents and patent rights, as are necessary to the conduct<br> of the business as now conducted or presently proposed to be conducted by the Company and<br> its Subsidiaries, without any known conflict with, or known infringement of, the rights of<br> others, in each case, except to the extent where such failure would not reasonably be expected<br> to have a Material Adverse Effect. | | --- | --- | | 5.7 | The<br> Company and its Subsidiaries have rights to all properties and to all Assets necessary to<br> conduct the business now operated by them in each case free from restrictions that would<br> materially affect the value thereof or materially interfere with the use made or to be made<br> thereof by them and any real property or building held under lease by the Company or any<br> of its Subsidiaries are held by it under valid, existing and enforceable leases, in each<br> case, except to the extent where such failure would not reasonably be expected to have a<br> Material Adverse Effect. | | --- | --- | | 5.8 | The<br> Sale Shares, as defined in the Agreement, have been duly authorized and, when issued and<br> delivered to and paid for by the Purchaser in accordance with the terms of this Agreement,<br> will be validly issued, fully paid and non-assessable, will be sold free and clear of any<br> pledge, lien, security interest, Encumbrance, claim or equitable interest, and the issuance<br> of such Shares will not be subject to any preemptive or similar rights except for restrictions<br> under this Agreement and the Investor Rights Agreement | | --- | --- |
VENDOR
| SIGNED by: CHIK HO FUNG |
|---|
| Position: Director |
| SALE AND PURCHASE AGREEMENT | 23 |
| --- | --- |
Schedule 5
Form of Completion Confirmation Letter
Completion Confirmation Letter
Date: [ ], 2025
Pursuant to clause 5 – Completion of the Sale and Purchase Agreement dated March 12, 2025 (the “Agreement”), entered into between ALLIED WORLDWIDE INDUSTRIES LIMITED (“Vendor”) and WANG & LEE HOLDINGS, Inc. (“Purchaser”, and together with the Vendor, collectively “Parties”), in relation to the sale and purchase of entire issued and outstanding share capital of Solar (HK) Limited, a company incorporated under the laws of Hong Kong having its registered office at Flat/Rm 602, 6/F, Golden Gate Commercial Building, 136-138 Austin Road, Tsimshatsui, Kowloon, Hong Kong, Completion shall occur on the Target Completion Date, which is April 14, 2025 (or such other date as may be agreed between the Vendor and the Purchaser in writing).
The Parties hereby agree and confirm that as of the date of this Completion Confirmation Letter, clause 4- Conditions Precedent and clause 5- Completion of the Agreement has been satisfied and complied with, and Completion of the Agreement has taken place.
Vendor: CHIK HO FUNG
| Director |
|---|
| for and on behalf of |
| ALLIED WORLDWIDE INDUSTRIES LIMITED |
Purchaser: HO PUI LUNG
| Chief Executive Officer |
|---|
| for and on behalf of |
| WANG & LEE HOLDINGS, Inc. |
| SALE AND PURCHASE AGREEMENT | 24 |
| --- | --- |
Schedule 6
Form of Convertible Promissory Note
| SALE AND PURCHASE AGREEMENT | 25 |
| --- | --- |
EXECUTION PAGE
IN WITNESS WHEREOF the parties hereto have executed this agreement on the date first above written.
VENDOR
| SIGNED by CHIK HO FUNG | ) | |
|---|---|---|
| Director | ) | |
| ) | ||
| for and on behalf of | ) | |
| ALLIED WORLDWIDE INDUSTRIES LIMITED | ) | /s/ ALLIED WORLDWIDE INDUSTRIES LIMITED |
| ) | ||
| in the presence of: | ) | |
| ) |
PURCHASER
| SIGNED by HO PUI LUNG | ) | |
|---|---|---|
| Chief Executive Officer | ) | |
| ) | ||
| for and on behalf of | ) | |
| WANG & LEE HOLDINGS, Inc. | ) | /s/ WANG & LEE HOLDINGS, Inc. |
| ) | ||
| in the presence of: | ) | |
| ) |
| SHARE SALE AND PURCHASE AGREEMENT \(EXECUTION PAGE\) |
| --- |
Exhibit 99.2
NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.
ISSUE DATE: ______________, 2025
PRINCIPAL AMOUNT: HK$15,000,000
WANG& LEE GROUP, INC.
CONVERTIBLE PROMISSORY NOTE
THIS Note is a duly authorized issuance of a promissory note (the “Note”) in the amount of HK$15,000,000 of WANG &LEE GROUP, Inc., a company incorporated under the laws of the British Virgin Islands, having its registered office at Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands (the “Company”).
FOR VALUE RECEIVED, the Company promises to pay to ALLIED WORLDWIDE INDUSTRIES LIMITED, a corporation duly organized and existing under the laws of the British Virgin Islands with Company Number 2137079 and registered office at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands, who is the registered holder hereof (the “Holder”), the principal sum of fifteen million Hong Kong Dollars (HK$15,000,000) on ________________, 2030 (the “Maturity Date”). The principal of this Note is payable in Hong Kong dollars, at the address last appearing on the Company’s note register of the Company as designated in writing by the Holder. This Note is issued in connection with the certain sale and purchase agreement dated March 03, 2025 between the Company and the Holder (the “Sale and Purchase Agreement”).
This Note is subject to the following additional provisions:
- Certain Definitions. For purposes of this Agreement:
(a) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly or indirectly either to vote 10% or more of the Ordinary Shares having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.
(b) “Attribution Parties” means , collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Ordinary Shares would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.
(c) “Current Market Price” means the Trading Price on the latest complete Trading Day prior to the Conversion Date.
(d) “Trading Price” means, for any security as of any date, the closing price of such security on the principal securities exchange or trading market where such security is listed or traded. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder.
(e) “Trading Day” shall mean any day on which the Ordinary Share is tradable for any period on the principal securities exchange or other securities market on which the Ordinary Share is then being traded.
Exchange of Note. The Note is exchangeable for an equal aggregate principal amount of note of different authorized denominations, each containing identical terms as this Note (except for the principal amounts thereof) as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange. This Note may be repaid at any time without any prepayment penalty.
Conversion Right.
(a) Optional Conversion. Subject to the provisions of clause 4 below, the Holder of this Note is entitled any time prior to the 5th year anniversary of the Issue Date to convert (the “Conversion”), the entire or a portion of the non-converted principal amount of this Note into the Company’s ordinary shares (the “Ordinary Shares”) at the Current Market Price multiplied by eighty (80%) (the “Conversion Price”).
(b) Automatic Conversion. Any principal amounts outstanding immediately prior to the Maturity Date shall automatically convert on the Maturity Date into such number of Ordinary Shares obtained by dividing (i) the outstanding Principal Amount by (ii) the Conversion Price.
- Limitations on Conversions.
a. the Current Market Price at the time of Conversion shall be not less than $1 per Ordinary Share (the “Floor Price”). Should the Current Market Price at the time of Conversion be less than the Floor Price, the Conversion shall be effected at the Floor Price; and
b. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to the Conversion, the Holder together with other Attribution Parties collectively would beneficially own equal to or in excess of twenty percent (20%) (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion.
For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary shares issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred shares or warrants, beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Clause 4(b). For purposes of this Clause 4(b), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. For purposes of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Clause 4(b) to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written (which may be an e-mail) or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the excess shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 19% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert this Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Clause 4(b) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Clause 4(b) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Note
Procedure for Conversion. Conversion shall be effectuated by surrendering the Note to the Company, accompanied by or preceded by email or other delivery to the Company, by email to the Company at [email protected], of the form of conversion notice attached hereto as Exhibit A (the “Notice of Conversion”) executed by the Holder evidencing such Holder’s intention to convert all of the Note or a specified portion hereof. No fractional Ordinary Share or scrip representing fractions of Ordinary Shares will be issued on conversion, but the number of Ordinary Shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given (the “Conversion Date”) shall be deemed to be the date on which the Holder emails the Notice of Conversion, duly executed, to the Company. Certificates representing Ordinary Shares upon conversion will be delivered within thirty (30) business days from the Conversion Date (“Delivery Date”).
Delivery of Ordinary Shares. The Company shall endeavor to effect delivery of the Ordinary Shares pursuant to the terms of the Notice of Conversion, by close of business on the Delivery Date. If the Company fails to deliver such Ordinary Shares to the Holder by such time, and unless such failure is due to causes beyond the Company’s reasonable control or that of its Transfer Agent, the Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion.
Alternative Delivery of Ordinary Shares. In lieu of delivering physical certificates representing the Ordinary Shares issuable upon conversion, provided the Company’s Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefore do not bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Ordinary Share issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.
Bankruptcy or Insolvency. The Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note notwithstanding the commencement of any case under 11 U.S.C. §101 et seq., or any other similar insolvency law applicable to and having jurisdiction over the Company (collectively, the “Bankruptcy Laws”). In the event the Company is a debtor under any Bankruptcy Laws, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under such Bankruptcy Laws in respect of the Holder’s conversion rights. The Company hereby waives, to the fullest extent legally permitted, any rights to relief it may have under the Bankruptcy Laws in respect of the conversion of the Note.
Securities Act of 1933. This Note has been issued subject to investment representations of the Holder which are set forth in the Sale and Purchase Agreement and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the “Act”), and other applicable state and foreign securities laws. In the event of any proposed transfer of this Note, the Company may require, prior to issuance of a new Note in the name of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Note in such other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company’s Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary. The Holder of this Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the Ordinary Share issuable upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities.
Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York. Each of the parties consents to the jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. Each of the parties hereby waives the right to a trial by jury in connection with any dispute arising under this Note.
Events of Default. The following shall constitute an “Event of Default”:
a. Any of the representations or warranties made by the Company herein, in any certificate or financial or other written statements heretofore or hereafter furnished by the Company in connection with the execution and delivery of this Note shall be false or misleading in any material respect at the time made; or
b. The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of any Note and such failure shall continue uncured for a period of fifteen (15) business days after written notice from the Holder of such failure; or
c. The Company fails to authorize or to cause its Transfer Agent to issue the Ordinary Shares upon exercise by the Holder through a Notice of conversion in accordance with the terms of this Note, fails to transfer or to cause its Transfer Agent to transfer any certificate for Ordinary Shares issued to the Holder upon conversion of this Note and when required by this Note, and such transfer is otherwise lawful, or fails to remove any restrictive legend on any certificate or fails to cause its Transfer Agent to remove such restricted legend, in each case where such removal is lawful, as and when required by this Note, and any such failure shall continue uncured for fifteen (15) business days; or
d. The Company shall (1) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (2) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or
e. A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or
f. Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or
g. Any money judgment, writ or warrant of attachment, or similar process in excess of Fifty Thousand (US$50,000) US Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty (30) days or in any event later than five (5) business days prior to the date of any proposed sale thereunder; or
h. Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding; or
i. The Company shall have its Ordinary Shares suspended or delisted from an exchange from trading for in excess of fifteen (15) trading days; then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder’s sole discretion, the Holder may consider all obligations under this Note immediately due and payable within ten (10) business days of notice, without presentment, demand, protest or notice of any kinds, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies afforded by law.
- No Right to Dividends. Nothing contained in this Note shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.
Dated:_____________, 2025
| WANG & LEE GROUP, Inc. | |
|---|---|
| By: | |
| Name: | HO PUI LUNG |
| Title: | Chief Executive Officer |
EXHIBIT A - NOTICE OF CONVERSION
The undersigned hereby elects to convert principal under the Note issued on ___________, 2025 of WANG & LEE GROUP, Inc., a corporation duly organized and existing under the laws of the British Virgin Islands with Company Number 2064418 and registered office at Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands (the “Company”), into ordinary shares (“Ordinary Shares”), of the Company according to the conditions hereof, as of the date written below. If Ordinary Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.
By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Ordinary Share does not exceed the amounts specified under Section 12 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.
Date to Effect Conversion:
Amount to be Converted:
Signature:
Name:
Ordinary Shares to be issued to:
Address for Delivery of Ordinary Share:
Certificates:
DWAC Instructions:
Broker No:
Account No:
Exhibit 99.3
Wang& Lee Group, Inc. Announces Acquisition of Solar (HK) Limited, Paving the Way for Global Renewable Crypto Mining
Hong Kong – March 13, 2025 – As disclosed in a press release dated March 3, 2025, Wang & Lee Group, Inc. (NASDAQ: WLGS), a global innovator in sustainable technology, today announced that on March 12, 2025, it entered into a sale and purchase agreement on the acquisition (the “Acquisition”) of potential Solar (HK) Limited (“SolarHK”) for a consideration of HK$15,000,000 (the “Consideration”). The Consideration shall be satisfied by the Company through the issuance of convertible promissory note (the “Note”) to the Vendor for the principal amount of HK$15 million. The Acquisition, will integrate SolarHK’s solar expertise and local partnerships to advance WLGS’s renewable energy projects—including a solar battery-powered crypto mine in Queensland, Australia, developed with NQ Marble Pty Ltd, and future initiatives in Hong Kong’s New Territories with landowners.
SolarHK’sLegacy in the New Territories, Hong Kong
SolarHK, established in 2019, has deep roots in Hong Kong’s New Territories, having completed over 50 projects in regions such as Yuen Long, Tai Po, Tuen Mun, and Fanling. These include collaborations with rural landowners, village houses, and industrial facilities, fostering trust and long-term partnerships.
By leveraging SolarHK’s existing relationships, WLGS will collaborate with New Territories landowners in a flagship US$100 million project to deploy hybrid solar-battery systems on underutilized land. These systems will power localized crypto mining operations while feeding surplus energy back into the grid, creating dual revenue streams for landowners through energy sales and mining activities.
StrategicSynergy: Local Partnerships, Global Impact
The acquisition enables WLGS to unite SolarHK’s regional network with its lithium-ion battery technology (developed with City University of Hong Kong) and blockchain solutions. In Hong Kong, this synergy will transform rural and industrial land into hubs for sustainable crypto mining, aligned with the Hong Kong SAR government’s 2050 carbon neutrality vision.
Globally, WLGS also leverages on SolarHK’s technical prowess in its US$71 million project with NQ Marble in Queensland, Australia—a large-scale solar battery crypto mine designed to minimize carbon footprints in blockchain operations and create an energy-efficient mining operation powered entirely by renewable energy, setting a new benchmark for sustainable blockchain infrastructure.
About WANG & LEE GROUP, Inc.
WANG & LEE GROUP, Inc. is a Hong Kong-based construction prime and subcontractor engaging in the installation of Electrical & Mechanical Systems, which includes low voltage (220v/phase 1 or 380v/phase 3) electrical system, mechanical ventilation and air-conditioning system, fire service system, water supply and sewage disposal system installation and fitting out for the public and private sectors. It is also able to provide design and contracting services to all trades in the construction industry. Their clients range from small startups to large companies.
Cautionary Note Regarding Forward-LookingStatements
This press release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to achieve profitable operations, customer acceptance of new products, and future measures taken by authorities in the countries wherein the Company has supply chain partners, the demand for the Company’s products and the Company’s customers’ economic condition, the impact of competitive products and pricing, successfully managing and, general economic conditions and other risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any responsibility to update the forward-looking statements in this release, except in accordance with applicable law.
Formedia inquiries, contact:
WANG& LEE GROUP, Inc.
Website:https://www.wangnleegroup.com/
Email:[email protected]