Form SCHEDULE 13D - General Statement of Acquisition of Beneficial Ownership

Exhibit 1

Dated

28 August 2023

Reorganisation Agreement

relating to the Sale and Purchase of Shares in

WCHING TECH LTD CO. LTD

Khoo & Co.

Suite 2105

21/F, Central Plaza

18 Harbour Road

Hong Kong

THIS AGREEMENT is made on the 28^th day of August 2023

BETWEEN:

(1)

Shek Kin Pong (holder of Hong Kong Identity Card No. Z373416(2)) of Flat E, 21/F., Tower 6, Banyan Garden, No. 863 Lai Chi Kok Road, Lai Chi Kok, Kowloon, Hong Kong (the “Vendor”);

(2)

Victory Hero Capital Limited (Company No. 2130088), a company incorporated under the laws of the British Virgin Islands whose registered office is situated at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands (the”Purchaser”);

(3)

WCHING TECH LTD CO. LIMITED

(Company No.1733256), a company incorporated under the laws of Hong Kong whose registered office is situated at Flat 1212, 12/F., Sterling Centre, No. 11 Cheung Yue Street, Cheung Sha Wan, Kowloon, Hong Kong (the “Company”);

(4)

Power Smart International Limited (Company No. 2121050), a company incorporated under the laws of the British Virgin Islands whose registered office is situated at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands (“Power Smart”), which is wholly-owned by the Vendor;

(5)

Wellchange Holdings Company Limited (Company No. 401890), a company incorporated under the laws of the Cayman Islands whose registered office is situated at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“Wellchange Holdings”), which is owned by Power Smart.

(The Vendor, the Purchaser, the Company, Power Smart and Wellchange Holdings are collectively referred to as the “Parties“, and each or any one of them is referred to as a “Party”.)

WHEREAS:

(1)

The Company was incorporated on 20 April 2012 under the laws of Hong Kong with limited liability.

(2)

As at the date hereof, the Vendor is the legal and beneficial owner of 10,000 issued shares of the Company, being the entire issued share capital of the Company (the “Sale Shares”).

(3)

Wellchange Holdings was incorporated under the laws of the Cayman Islands as an exempted company with limited liability and its authorised share capital is US$50,000 divided into 50,000 shares with a par value of US$1.00 each. As at the date hereof, one (1) share in Wellchange Holdings is issued and held by Power Smart.

(4)

Wellchange Holdings directly holds the entire issued share capital of the Purchaser.

(5)

The Vendor has agreed to sell, and the Purchaser has agreed to purchase, the Sale Shares subject to and on the terms and conditions of this Agreement.

IT IS HEREBY AGREED between the Parties as follows:

DEFINITIONS AND INTERPRETATION

1.1

In this Agreement, unless the context otherwise requires:

	“Agreement”		means and includes this agreement as originally executed and such modification, amendment, addition or supplement from time to time to be agreed between the Parties.

	“Consideration Shares” or “Power Smart Consideration Shares”		means 889 shares of US$1.00 each in Wellchange Holdings.

	“Encumbrance(s)”		means any mortgage, charge, pledge, lien (otherwise than arising by statute or operation of law), hypothecation, equity, adverse claim, or other encumbrance, priority or security interest, over or in any property, asset or right of whatsoever nature or interest or any agreement for any of the same and “Encumber” shall be construed accordingly.

	“Hong Kong”		means the Hong Kong Special Administrative Region of the People’s Republic of China.

1.2

Save where specifically required or indicated otherwise:

(a)

references to statutory provisions shall be construed as reference to those provisions as respectively replaced, amended, modified or re-enacted (whether before or after the date hereof) from time to time;

(b)

references to Clause, Recital and Schedule are to clause, recital and schedule of or to this Agreement;

(c)

words importing the singular include the plural and vice versa; words importing person include bodies corporate or unincorporated; words importing gender include every gender and the neuter;

(d)

the headings are inserted for convenience only and shall not affect the construction of this Agreement; and

(e)

the Recitals and Schedules of or to this Agreement shall form part of this Agreement.

SALE AND PURCHASE OF THE SALE SHARES

2.1

Subject to and upon the terms and conditions of this Agreement, the Vendor as the legal and beneficial owner of the Sale Shares shall sell and the Purchaser shall purchase the Sale Shares free from all Encumbrances or third party rights and with all rights attached thereto or accruing thereto on or after the date hereof, in consideration of the issue and allotment of the relevant number of Consideration Shares of Wellchange Holdings as procured by the Vendor to Power Smart as provided herein credited as fully paid.

ALLOTMENT AND ISSUE OF CONSIDERATION SHARES

3.1

In consideration of and in exchange for the Sale Shares and the benefit received by the Purchaser thereto, Wellchange Holdings shall, and the Vendor and the Purchaser shall procure Wellchange Holdings to, on Completion (as defined in Clause 4.1 below) allot and issue the Consideration Shares to Power Smart, credited and issued and allotted as fully paid.

COMPLETION

4.1

Completion of the sale and purchase of the Sale Shares (“Completion”) shall take place immediately after execution of this Agreement, at such venue to be mutually agreed by the Parties.

4.2

At Completion, the Vendor shall deliver the following documents to the Purchaser:

(a)

instruments of transfer and bought and sold notes in favour of the Purchaser in respect of the Sale Shares (the “Transfer Documents”) duly executed by the Vendor;

(b)

original share certificates in respect of the Sale Shares in the respective names of the Vendor;

(c)

copy of the minutes of the board meeting or the directors’ resolutions of the Company uthorizing and approving:

(i)

the transfers of the Sale Shares from the Vendor to the Purchaser and the registration of such transfers;

(ii)

the cancellation of the share certificates in the names of the Vendor in respect of the Sale Shares;

(iii)

the issue of a new share certificate in respect of the Sale Shares to the Purchaser;

(iv)

the submission of the Transfer Documents to the Inland Revenue Department of Hong Kong for the purpose of stamping;

(v)

the entry of the name of the Purchaser in respect of the Sale Shares in the register of members of the Company; and

(vi)

the execution of this Agreement.

4.3	At Completion, subject to and against compliance by the Vendor of their obligations under Clause 4.2, the Purchaser shall deliver the following documents to the Vendor:

(a)

copy of the minutes of the board meeting or the directors’ written resolutions of the Purchaser authorising and approving the acquisition of the Sale Shares and the execution of this Agreement and the Transfer Documents;

(b)

copy of the minutes of the board meeting or the directors’ written resolutions of Wellchange Holdings authorising and approving:

(i)

the allotment and issuance of the Consideration Shares in accordance with Clause 3 above;

(ii)

the registration of Power Smart as the holder of the Consideration Shares upon Completion;

(iii)

the issue of a new share certificate in respect of the Consideration Shares to Power Smart; and

(iv)

the execution of this Agreement; and

(c)

copy of the Transfer Documents duly executed by the Purchaser.

WARRANTIES AND REPRESENTATIONS

5.1

In consideration of the Purchaser entering into this Agreement and agreeing to perform its obligations hereunder, the Vendor warrants, represents and undertakes to and for the benefit of the Purchaser in the terms of the warranties (the “Warranties”) as set out in the Schedule to this Agreement.

5.2	The Vendor represents and warrants to the Purchaser that each of the Warranties is true and accurate in all material respects as at the date hereof and will at Completion be true and accurate in all material respects as if they were deemed to be repeated on the date of Completion.

MISCELLANEOUS PROVISIONS

6.1	Each Party shall bear and pay his/its own legal costs and expenses and disbursements incurred in connection with this Agreement and the sale and purchase contemplated hereunder.

6.2

This Agreement sets out the entire agreement and understanding between the Parties, and supersedes all previous agreements between the Parties in relation to the sale and purchase of the Sale Shares and any other matters referred to in this Agreement and shall not be altered or supplemented except by any written instrument signed by the Parties.

6.3

If any of the provisions of this Agreement is found by any court or other competent authority to be void or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force and effect. Notwithstanding the foregoing the Parties shall thereupon negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the provisions so found to be void or unenforceable. To the extent permitted by applicable law, each Party hereby waives any provision of law which would otherwise render any provision of this Agreement unenforceable or invalid.

6.4	This Agreement shall be binding upon each Party’s successors and permitted assigns. Each Party may not assign any of his/its rights and/or obligations hereunder to any other party without the prior written consent of the other Parties.

6.5	This Agreement may be signed in any number of copies or counterparts, each of which when so signed and delivered shall be deemed an original, but all the counterparts shall together constitute one and the same instrument.

6.6	The Parties hereby acknowledge that Khoo & Co. only act for Wching Tech Ltd Co. Limited, the Purchaser and Wellchange Holdings in connection with this Agreement and each of the Vendor, Power Smart has been duly advised to seek independent legal advice and to obtain separate legal representation.

GOVERNING LAW AND JURISDICTION

7.1	This Agreement shall be governed by and construed in all respects in accordance with the laws of Hong Kong.

7.2	Each Party irrevocably submits to the exclusive jurisdiction of the courts of Hong Kong as regards any claim, matter or proceeding arising out of or in connection with this Agreement.

*****

SCHEDULE

Warranties

The Vendor hereby jointly and severally warrant and represent to the Purchaser that:-

THE SALE SHARES

1.1

Each of the Vendor is the sole registered, legal and beneficial owner of the respective Sale Shares to be sold by it and is entitled to sell, assign and transfer such Sale Shares to the Purchaser.

1.2

All rights now attached to the Sale Shares are valid, effective, enforceable, and subsisting.

1.3

The Sale Shares have been duly authorised, allotted and issued.

1.4

The Sale Shares constitute the entire allotted and issued share capital of the Company and are fully paid up or credited as such and are free and clear from all Encumbrances and other third party rights.

1.5

The Sale Shares rank pari passu inter se.

STRUCTURE OF COMPANY

2.1

The Company has been duly incorporated and is validly existing and in good standing under the laws of Hong Kong and has full power, authority and legal right to own its assets and carry on its business as currently conducted and is not in receivership or liquidation, and no petition has been presented for its winding up.

GENERAL INFORMATION

3.1

Each of the Vendor and the Purchaser has full power and authority to enter into this Agreement and to perform his/its obligations hereunder. This Agreement shall, when executed by the Vendor and the Purchaser, constitute valid and binding obligations of each of the Vendor and the Purchaser in accordance with its terms.

3.2

The execution and delivery of this Agreement by the Vendor and the Purchaser do not violate in any material respect any provision of applicable laws, rules and regulations.

Execution Page(s)

IN WITNESS whereof the Parties have duly executed this Agreement as a deed the day and year first above written.

The Vendor

SIGNED, SEALED AND DELIVERED by		)
Shek Kin Pong whose signature is		)
verified by / in the presence of:		)
		)
		)
		)

Signature of witness:	/s/ CHU CHI HONG

Name of witness:	CHU CHI HONG

The Purchaser

EXECUTED as a DEED of Victory Hero Capital		)
Limited in the presence of and		)
SIGNED by		)
		)
its director(s) / authorised signature(s) (duly		)
authorised by resolution of the board of		)
directors for and on its behalf whose		)
signature(s) is/are verified by / in the presence		)
of:		)
		)
		)
		)
		)

Signature of witness:	/s/ IM LOK HANG CYRUS

Name of witness:	IM LOK HANG CYRUS

The Company

SEALED with the Common Seal of WCHING		)
TECH LTD CO. LIMITED		)
in the presence of and SIGNED by		)
		)
its director(s) / authorised signature(s) (duly		)
authorised by resolution of the board of		)
directors) for and on its behalf whose		)
signature(s) is/are verified by/ in the presence		)
of:		)
		)
		)
		)

Signature of witness:	/s/ IM LOK HANG CYRUS

Name of witness:	IM LOK HANG CYRUS

Power Smart

EXECUTED as a DEED of Power Smart		)
International Limited in the presence of and		)
SIGNED by		)
		)
its director(s) / authorised signature(s) (duly		)
authorised by resolution of the board of		)
directors for and on its behalf whose		)
signature(s) is/are verified by / in the presence		)
of:		)
		)
		)
		)

Signature of witness:	/s/ IM LOK HANG CYRUS

Name of witness:	IM LOK HANG CYRUS

Wellchange Holdings

EXECUTED as a DEED of Wellchange		)
Holdings Company Limited in the presence		)
of and SIGNED by		)
		)
its director(s) / authorised signature(s) (duly		)
authorised by resolution of the board of		)
directors) for and on its behalf whose		)
signature(s) is/are verified by / in the presence		)
of:		)
		)
		)
		)

Signature of witness:	/s/ IM LOK HANG CYRUS

Name of witness:	IM LOK HANG CYRUS

Exhibit 2

Private & Confidential

Dated the 30^th day of August 2023

WELLCHANGE HOLDINGS COMPANY LIMITED

and

OCEAN SERENE HOLDINGS LIMITED

and

PARAMOUNT FORTUNE CAPITAL LIMITED

and

PRESTIGE LEADER SUCCESS LIMITED

and

POWER SMART INTERNATIONAL LIMITED

SUBSCRIPTION AGREEMENT

in relation to

WELLCHANGE HOLDINGS COMPANY LIMITED

THIS AGREEMENT is made on 30 August 2023

BETWEEN:

(1)	WELLCHANGE HOLDINGS COMPANY LIMITED, a company incorporated in the Cayman Islands whose registered office is situate at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Issuer”);

(2)	OCEAN SERENE HOLDINGS LIMITED, a company incorporated in the British Virgin Islands whose registered office is situate at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands, and is wholly owned by Chan Yee Kiu (“Ocean Serene”);

(3)	PARAMOUNT FORTUNE CAPITAL LIMITED, a company incorporated in the British Virgin Islands whose registered office is situate at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands, and is wholly owned by Wei Yuhui (“Paramount Fortune”);

(4)

PRESTIGE LEADER SUCCESS LIMITED, a company incorporated in the British Virgin Islands whose registered office is situate at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands, and is wholly owned by Woo Wai Sum (“Prestige Leader”, together with Ocean Serene and Paramount Fortune, the “Subscribers”); and

(5)	POWER SMART INTERNATIONAL LIMITED, a company incorporated in the British Virgin Islands whose registered office is situate at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands (“Power Smart” or the “Existing Shareholder”).

(The Issuer, the Subscribers and Power Smart are collectively referred to as the “Parties”, and each or any one of them is referred to as a “Party”.)

WHEREAS:

(A)

As at the date of this Agreement, Power Smart is the registered and beneficial owner of 890 ordinary shares of US$1.00 each in the Issuer (the “Share(s)”), representing the entire issued share capital of the Issuer. Particulars of the Issuer and its subsidiaries (the “Group”) are set out in Part A and Part B of Schedule 1, respectively, and the corporate structure of the Group as at the date of this Agreement is set out in Part C of Schedule 1;

(B)	It is the intention of the Issuer to apply for the listing of its shares on NASDAQ Capital Market (“NASDAQ”) (the “Proposed Listing”);

(C)	The Subscribers have agreed to subscribe for and the Issuer has agreed to allot and issue a total of 110 Shares, fully paid and free from all liens, charges, security interests, encumbrances and adverse claims, upon and subject to the terms and conditions herein contained; and

(D)

After completion of the share subscriptions as mentioned in paragraph C above, the shareholding of the Issuer shall be (i) 890 Shares being held by Power Smart (representing 89% of the total number of issued Shares); (ii) 45 Shares being held by Ocean Serene (representing 4.5% of the total number of issued Shares); (iii) 35 Shares being held by Paramount Fortune (representing 3.5% of the total number of issued Shares) and (iv) 30 Shares being held by Prestige Leader (representing 3.0% of the total number of issued Shares).

BY WHICH it is agreed as follows:

1.	PURPOSE AND DEFINITIONS

1.1	This Agreement sets out the terms and conditions under and subject to which the Issuer shall allot and issue and the Subscribers shall subscribe for the Subscription Shares (as defined below).

1.2	The Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall, unless the context otherwise requires, include the Schedules.

1.3	In this Agreement (including the recitals hereto), the following expressions shall, unless the context otherwise requires, have the following respective meanings:

	Expression		Meaning

	“Business Day(s)”		means a day on which banks are open for business in Hong Kong (excluding Saturdays, Sundays, public holidays and days on which a typhoon signal 8 or above or black rainstorm signal is hoisted in Hong Kong at 10 a.m.);

	“Closing”		closing of the subscription, allotment and issuance of the Subscription Shares as specified in Clause 5.1;

	“Closing Date”		31 August 2023 or such other date as the parties hereto may mutually agree and on which Closing will occur;

	“Companies Ordinance”		Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

	“Encumbrance”		means any charge, mortgage, security, lien, option, equity, power of sale or hypothecation or other third party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind and “Encumber” shall be construed accordingly;

	“Equity Securities”		means, with respect to any person, such person’s capital stock, membership interests, partnership interests, registered capital, joint venture or other ownership interests or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such capital stock, membership interests, partnership interests, registered capital or joint venture or other ownership interests (whether or not such derivative securities are issued by such person);

	“Governmental Authority”		any domestic or foreign court or other judicial authority or governmental, administrative or regulatory body, department, agency, commission, authority or instrumentality of any government, whether federal, national, provincial, municipal, state or local;

	“Hong Kong”		the Hong Kong Special Administrative Region of the People’s Republic of China;

	“Hong Kong Dollars” or “HK$”		Hong Kong dollars, the lawful currency of Hong Kong;

	“Material Adverse Change”		a change, or any development involving a prospective change, in the prospect or condition (financial or otherwise), results of operations, assets, earnings, liabilities or business of any member of the Group individually or the members of the Group taken as a whole which, in the reasonable opinion of the Subscribers, is or could be expected to be materially adverse to such prospect, condition, results of operations, assets, earnings, liabilities or business of the Group;

	“Material Adverse Effect”		any effect which has a material and adverse effect on the prospect or condition (financial or otherwise), results of operations, assets, earnings, liabilities or business of any member of the Group individually or the members of the Group taken as a whole;

	“Memorandum & Articles”		the memorandum and articles of association of the Issuer as may from time to time be amended or supplemented;

	“Ocean Serene Subscription Shares”		45 Shares in aggregate to be allotted and issued by the Issuer to Ocean Serene pursuant to this Agreement, representing 4.5% of the total issued share capital of the Issuer upon Closing;

	“Paramount Fortune Subscription Shares”		35 Shares in aggregate to be allotted and issued by the Issuer to Paramount Fortune pursuant to this Agreement, representing 3.5% of the total issued share capital of the Issuer upon Closing;

	“person”		any individual, trust, estate, sole proprietorship, partnership, association, enterprise, branch, firm, company, corporation, or governmental agency, organisation, subdivision or instrumentality;

	“Prestige Leader Subscription Shares”		30 Shares in aggregate to be allotted and issued by the Issuer to Prestige Leader pursuant to this Agreement, representing 3.0% of the total issued share capital of the Issuer upon Closing;

	“Shareholder(s)”		holder(s) of Share(s);

	“Subscription Price”		the consideration for the Subscription Shares in the aggregate sum of HK$1,900,000;

	“Subscription Shares”		the Ocean Serene Subscription Shares, the Paramount Fortune Subscription Shares and the Prestige Leader Subscription Shares

	“Warranties”		the warranties, representations and undertakings of the Issuer contained in this Agreement including the representations, warranties and undertakings contained in Clause 6 and Schedule 3; and

1.4	Words and phrases defined in section 2 of the Companies Ordinance shall where the context so admits be construed as having the same meaning in this Agreement.

1.5	Headings in this Agreement are for convenience only and shall not affect the construction of this Agreement.

1.6

Unless the context otherwise requires, words importing the singular only shall include the plural and vice versa and words importing natural persons shall include corporations and un-incorporated associations; words importing the masculine gender only shall include the feminine gender and the neuter gender.

1.7	All representations, warranties, undertakings, covenants, agreements and obligations given or entered into by more than one person are given or entered into jointly and severally.

2.	SHARE SUBSCRIPTION

2.1

The Issuer shall allot and issue the Subscription Shares, and the Subscribers, relying on the Warranties, shall subscribe for the Subscription Shares free from all claims, charges, liens, security interests, encumbrances and options of any kind whatsoever but together with all rights attached, accrued or accruing thereto and together with all dividends and distributions declared made or paid or agreed to be made or paid thereon or in respect thereof on or after the Closing Date.

2.2	The Subscription Shares shall rank pari passu in all respects with the shares in the capital of the Issuer in issue at the date of allotment.

3.	CONSIDERATION

3.1	The aggregate consideration for the subscription of the Subscription Shares shall be HK$1,900,000 payable by the Subscribers in the following manner to the Issuer on or before 30 September 2023, which is equivalent to the Subscription Price:

(a)

HK$777,273 by Ocean Serene;

(b)

HK$604,545 by Paramount Fortune;

(c)

HK$518,182 by Prestige Leader.

4.	CONDITIONS PRECEDENT

4.1

The Closing is conditional upon the fulfilment (to the reasonable satisfaction of the Subscribers) of the following conditions precedent and the delivery to the Subscribers of documentary evidence (in form and substance reasonably acceptable to the Subscribers) of the fulfilment of the same on or prior to the Closing Date:

(a)

all necessary consents and approvals required by or from the Issuer (including approvals, where necessary, of its Shareholder(s) and board of directors or other equivalent body); and

(b)

the Warranties being true and accurate in all material respects and not misleading.

4.2

Each party hereto shall use his/her/its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, appropriate or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. If any of the conditions precedent set forth in Clause 4.1 above is not fulfilled on or before the Closing Date and such non-fulfilment is not waived by the Subscribers in writing or the time for the fulfilment thereof is not extended in writing by the Subscribers, the Subscribers shall have the right to terminate this Agreement without any liability hereunder in respect of such termination and none of the parties shall (save to the extent of obligations or rights of any of the parties which have accrued prior to such termination, if any) have any claim or demand against any of the other parties hereunder for costs, damages, compensation or otherwise in respect of such termination.

CLOSING

5.1

Closing shall take place on or no later than the Closing Date at Suite 2105, 21/F, Central Plaza, 18 Harbour Road, Hong Kong or such other place as shall be agreed between the parties hereto, in accordance with the Closing requirements as set out in Schedule 2 and each party hereto shall perform his/her/its respective obligations at Closing.

6.	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

6.1

The Issuer hereby represent, warrant and undertake to the Subscribers that the Warranties are true and correct and not misleading in any material respects at the date of this Agreement and will continue to be true and correct and not misleading in any material respects on each day hereafter up to and including the Closing Date and the Issuer agree and acknowledge that the Subscribers are entering into this Agreement strictly in reliance on the Warranties, notwithstanding any investigation which may have been made by or on behalf of the Subscribers.

6.2

The Issuer shall forthwith notify the Subscribers, upon the Issuer becoming aware of any event or circumstance which is likely to cause or render any of the Warranties to be incorrect, misleading or breached in any material respects after the date of this Agreement and prior to the Closing Date.

6.3

Save for the Warranties, the Issuer make no other representations, warranties or undertakings to the Subscribers in connection with the transactions contemplated by this Agreement. In particular, no representations, warranties or undertakings are given in respect of any information or material concerning the Issuer which may have been furnished to the Subscribers on or before the date of this Agreement, unless and except to the extent where any such information has been included in this Agreement as one of the Warranties.

6.4

No failure or delay on the part of the Subscribers to exercise any power, right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Subscribers of any power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. The remedies provided herein are cumulative and are not exclusive of any remedies provided by law.

6.5

Any provision of this Agreement which is capable of being performed after but which has not been performed at or before Closing and the right to make any claim under the Warranties and indemnities contained in or entered into pursuant to this Agreement shall, subject to Clause 6.8, remain in full force and effect notwithstanding Closing.

6.6

The Subscribers may, subject to Clause 6.8, take action for any breach or non-fulfilment of any of the Warranties, indemnities and agreements contained herein or given by the Issuer either before or after Closing.

6.7

The right conferred upon the Subscribers by Clause 6.6 is in addition to, and without prejudice to any other rights of the Subscribers provided herein and failure to exercise such right shall not constitute a waiver of any such right notwithstanding that such breach or non-fulfilment may have been known to or discoverable by the Subscribers before Closing.

6.8

The Issuer’ maximum liability in respect of the Warranties shall be equal to the amount of the Subscription Price and no claim may be brought against the Issuer in respect of a breach of Warranties after the date falling one (1) year after the Closing Date (the “Warranty Expiry Date”) and the Issuer shall not be liable in respect of a breach of Warranties unless the Issuer shall have received written notice from the Subscribers prior to the Warranty Expiry Date giving reasonable details of the relevant claim (the “Claim Notice”) and any such claim shall (if not previously satisfied, settled or withdrawn) be deemed to have been waived or withdrawn at the expiry of a period of three (3) months after the Warranty Expiry Date unless proceedings in respect thereof shall have already been commenced against the Issuer. Notwithstanding the aforesaid, to the extent that any one of the Subscribers has issued a Claim Notice to each Warrantor pursuant to this Clause 6.8 or the Subscribers have been notified of any change in circumstances pursuant to Clause 6.2, the Subscribers’ right to make any claim for breach of Warranties expires on the date of publication of a prospectus to be issued by the Issuer in connection with the Proposed Listing (if any) (the “Publication Date”); but without prejudice to any legal proceedings in respect thereof which shall have already been commenced, and not having been withdrawn by, the Subscribers against any of the Issuer prior to the Publication Date.

6.9

Each of the Subscribers acknowledges and confirms to the Issuer that he/she has not relied, and shall not be entitled to rely, on any legal opinion or other advice given by legal advisers or other professional parties to the Issuer in connection with the transactions contemplated by this Agreement, and has taken his/her own independent advice to the extent he/she has considered necessary or appropriate.

OBLIGATIONS OF THE ISSUER

7.2

The Issuer shall procure the Issuer to deliver to the Subscribers:-

(a)

audited consolidated annual financial statements of the Group prepared by an independent accounting firm within 120 days (or such other dates as mutually agreed by the Issuer and the Subscribers) after the end of each financial year from the date of this Agreement; and

(b)

unaudited consolidated interim financial statements for the six month period after the end of each financial year, prepared on the same basis and accounting policies consistently applied as its audited consolidated annual financial statements, within 60 days (or such other dates as mutually agreed by the Issuer and the Subscribers) of the end of each such six month period from the date of this Agreement.

7.3

The Issuer shall procure that the Subscribers are given the right to:-

(a)

inspect properties, records and financial records of the Group at any time during regular working hours on reasonable, and in any event not less than three (3) Business Days’ prior notice to the Issuer or any member of the Group (as the case may be); and

(b)

discuss the business and finances of the Group with the directors, officers, employees and advisers of the Group during regular working hours on reasonable notice, and in any event not less than three (3) Business Days’ prior notice, to the Group.

7.4

The obligations of the Issuer under this Clause 7 shall cease to have effect immediately prior to the day on which dealings in the Shares first commence on NASDAQ.

PROTECTIVE PROVISIONS AND GOVERNANCE

8.1

The Issuer shall procure that no action be taken by any member of the Group and that no resolution be passed by the board of directors of any member of the Group in respect of or in relation to any of the following matters without the written approval of the majority of the board of directors of the Issuer:-

(a)

any amendment, modification, or change to (i) any provision of the Memorandum & Articles or (ii) the constitutional documents of any member of the Group which have any material effect on the rights of the Subscribers, save for the adoption of the amended and restated Memorandum & Articles for the purpose of the Proposed Listing;

(b)

any material change to the nature or scope of the business of the Group;

(c)

save for the issuance of Shares to public shareholders for the purpose of the Proposed Listing;

	(d)	any change of the rights, preferences, privileges and powers of any Equity Securities of any member of the Group;

(e)

authorising or issuing any bonds, debentures, notes or other obligations convertible into or exchangeable for any shares, or grant any rights to purchase any shares of any member of the Group;

(f)

declaration of dividends or any distributions on any Equity Securities of the Issuer or any repurchase or redemption of the Shares other than where such repurchase or redemption is made by way of an offer to each Shareholder on a pro rata basis;

(g)

selling, transferring or disposing of any of the Group’s assets (including land and property interests) of a value exceeding HK$200,000;

(h)

creating any Encumbrance over any of the Group’s assets other than in the ordinary course of business and consistent with past practice in the preceding 12 months;

(i)

amalgamation or merger by any member of the Group with any other company or legal entity;

(j)

entry into or material amendment of any related party transactions (i) with one- off or annual value (as the case may be) exceeding HK$500,000 which is in the Issuer’s ordinary course of business, (ii) which is not made on a bona fide arm’s length basis and in ordinary course of business, or (iii) with one-off or annual value (as the case may be) exceeding HK$200,000 which is not in the Issuer’s ordinary course of business;

(k)

any member of the Group providing loans to any person (excluding those to any member of the Group) of an amount exceeding HK$200,000;

(l)

any member of the Group giving any guarantee or indemnity for a debt or obligation of another person (other than those of any member of the Group) of an amount exceeding HK$200,000.

(m)

any appointment or change of the auditors of the Group;

(n)

any material change in accounting or tax policies of any member of the Group;

(o)

any material reduction in the amount of directors’ and officers’ liability insurance;

(p)

commencement or settlement by the Issuer of any claim, litigation or arbitration (i) with a total claim value exceeding 10% of the Issuer’s aggregate annual expenses for the preceding financial year, (ii) relating to any action by or against or investigation by a Governmental Authority, or (iii) where such matter is, in the opinion of the board of directors of the Issuer, likely to have a materially adverse impact on the Issuer’s brand or reputation; or

(q)

any voluntary liquidation, dissolution or winding up of the Issuer or the appointment of a receiver administrator or other form of external manager for the liquidation, dissolution or winding up of the Issuer.

8.2

This Clause 8 shall cease to have effect immediately prior to the day on which dealings in the Shares first commence on NASDAQ.

RIGHT OF FIRST REFUSAL AND TAG-ALONG RIGHT

9.1

If any Shareholder proposes to sell, give, assign, hypothecate, pledge, Encumber, or otherwise dispose of, or suffer to exist (whether by operation of law or otherwise) any Encumbrance on, any Equity Securities in the Issuer or any right, title or interest therein or thereto (each, a “Transfer”) to a third party purchaser (the “Third Party Purchaser”), the other Shareholders shall have a right of first refusal (the “Right of First Refusal”) to take up such Transfer on the same terms and conditions as those offered to the Third Party Purchaser.

9.2

In respect of any offer from a Third Party Purchaser to purchase any Equity Securities in the Issuer held by Power Smart, the Subscribers shall have the right to require by giving notice to Power Smart, as a condition to any Transfer by Power Smart to the Third Party Purchaser; that the Third Party Purchaser purchases from the Subscribers his/her Equity Securities in the Issuer on the same terms and conditions, including, at the same price as the proposed transfer in the bona fide purchase offer between the Third Party Purchaser and Power Smart.

9.3

This Clause 9 shall cease to have effect immediately prior to the day on which dealings in the Shares first commence on NASDAQ.

10.

DIVESTMENT RIGHTS

10.1

If the Proposed Listing is not consummated on or before 30 September 2024 (or such later date as agreed among the parties hereto), Power Smart has the right to purchase all the Subscription Shares from the Subscribers at the Subscription Price.

10.2

If the Proposed Listing is not consummated on or before 30 September 2024 (or such later date as agreed among the parties hereto), the Subscribers have the option to require Power Smart to purchase all the Subscription Shares from the Subscribers at the Subscription Price.

10.3

This Clause 10 shall cease to have effect immediately prior to the day on which dealings in the Shares first commence on NASDAQ.

11.

CONFIRMATION FROM EXISTING SHAREHOLDER

11.1

The Existing Shareholder hereby acknowledges and confirms the transactions contemplated by this Agreement, including but not limited to the allotment and issuance of the Subscription Shares and the rights granted to the Subscribers hereunder.

12.

NOTICE

12.1

Notices or other communications required or permitted to be given to each party pursuant to this Agreement shall be written in English, signed by the authorised signatories of the party giving it and sent in letter form to the address of such party set out in Clause 12.3 or to such other address as may from time to time be designated by such party through three (3) clear calendar days’ notification to the other parties given in accordance with this Clause 12.1.

12.2

The dates on which notices shall be deemed to be effectively given shall be determined as follows:

(a)

notices given by personal delivery shall be deemed effectively given on the date of personal delivery; and

(b)

notices sent by mail shall be deemed effectively given on the second Business Day after the date mailed (as indicated by the official registration receipt) by registered mail (airmail if international), postage prepaid.

12.3

The addresses for the purpose of this Clause 12 are as follows:

Issuer

	Address:	Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

	For the attention of:	Mr. Shek Kin Pong

Subscriber – Ocean Serene

Address:

Flat B, 3/F, Silver River Mansion, 134-136 Pei Ho Street, Sham Shui Po, Kowloon, Hong Kong

For the attention of:

Ms. Chan Yee Kiu

Subscriber – Paramount Fortune

Address:

Flat 323, Yi Tak House, Lung Tak Court, Chung Hom Kok, Hong Kong

For the attention of:

Ms. Wei Yuhui

Subscriber – Prestige Leader

Address:

Front Block, 2/F, Pak Cheung Building, 30 Tung Choi Street, Mongkok, Kowloon, Hong Kong

For the attention of:

Mr. Woo Wai Sum

Existing Shareholder – Power Smart

	Address:	Flat E, 21/F, Tower 6, Banyan Garden, No. 863 Lai Chi Kok Road, Lai Chi Kok, Kowloon, Hong Kong

	For the attention of:	Mr. Shek Kin Pong

13.

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding and agreement between the parties hereto and no representations or warranties express or implied or otherwise, made by or on behalf of any part to the other or others in connection with or arising out of the subscription of the Subscription Shares and which are not contained or referred to in this Agreement or any exhibits, shall give rise to any liability on the part of the maker or makers thereto.

14.

SEVERABILITY

If any provision of this Agreement shall be held unenforceable or invalid by any court of competent jurisdiction, such holding, if not inconsistent with the parties’ principal understanding, shall not affect the enforceability or validity of the remainder of the provisions of this Agreement. To the extent permitted by applicable law, each party hereby waives any provision of law which would otherwise render any provision of this Agreement unenforceable or invalid.

15.

COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one agreement.

16.

COSTS AND EXPENSES

16.1

Each party shall bear his/her/its legal, accountancy and other costs and expenses incurred in connection with this Agreement.

16.2

Any stamp duty payable in respect of the subscription of the Subscription Shares shall be borne as to the Issuer.

17.

TIME

Time shall be of the essence of this Agreement in every respect.

18.

RESCISSION

If the Issuer shall fail to complete the allotment and issuance of the Subscription Shares otherwise than as a result of any default or breach on the part of the Subscribers, then the Subscribers shall not be obliged to complete the subscription of the Subscription Shares and shall be entitled by notice in writing to the Issuer to rescind this Agreement without giving rise to any claims by the Issuer against the Subscribers. The right of rescission shall be in addition to and without prejudice to all other rights and remedies available to the Subscribers and no exercise or failure to exercise such a right of rescission shall constitute a waiver by the Subscribers of any other such right or remedy.

19.

THIRD PARTY RIGHTS

Notwithstanding any other provisions of this Agreement, a person who is not a party to this Agreement shall not have any right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce any provisions of this Agreement.

20.

GOVERNING LAW AND JURISDICTION

20.1

The formation, validity, interpretation, execution and settlement of disputes arising out of this Agreement shall be construed in accordance with and governed by the laws of Hong Kong.

20.2

Each party hereto irrevocably agrees that the courts of Hong Kong shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes which may arise out of or in connection with this Agreement and for such purposes irrevocably submits to the non-exclusive jurisdiction of such courts.

Execution Page(s)

IN WITNESS whereof the Parties have duly executed this Agreement the day and year first above written.

The Issuer

SIGNED by SHEK KIN PONG		)
for and on behalf of		)
WELLCHANGE HOLDINGS COMPANY		)
LIMITED in the presence of		)
		)
		)
		)
		)
		)
		)

Signature of witness:

Name of witness:

Ocean Serene

SIGNED by CHAN YEE KIU		)
for and on behalf of		)
OCEAN SERENE HOLDINGS LIMITED		)
in the presence of		)
		)
		)
		)
		)
		)
		)

Signature of witness:	/s/ KO YAN

Name of witness:	KO YAN

Paramount Fortune

SIGNED by WEI YUHUI		)
for and on behalf of		)
PARAMOUNT FORTUNE CAPITAL		)
LIMITED in the presence of		)
		)
		)
		)
		)
		)
		)

Signature of witness:

Name of witness:

Prestige Leader

SIGNED by WOO WAI SUM		)
for and on behalf of		)
PRESTIGE LEADER SUCCESS LIMITED		)
in the presence of		)
		)
		)
		)
		)
		)
		)

Signature of witness:	/s/ JOEY CHAN MAN YEE

Name of witness:	JOEY CHAN MAN YEE

Power Smart

SIGNED by SHEK KIN PONG		)
for and on behalf of		)
POWER SMART INTERNATIONAL		)
LIMITED in the presence of		)
		)
		)
		)
		)
		)
		)

Signature of witness:

Name of witness:

SCHEDULE 1

Part A

Particulars of the Issuer

1.	Name of the Issuer	:	WELLCHANGE HOLDINGS COMPANY LIMITED

2.	Registered Office	:	Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

3.	Date of Incorporation	:	13 July 2023

4.	Place of Incorporation	:	Cayman Islands

5.	Business	:	Investment holding

6.	Issued Share Capital	:	US$50,000 divided into 50,000 shares of a par value of US$1.00 each

7.	Shareholder(s)	:	Registered owner(s)	Number of Shares

			POWER SMART	890
			INTERNATIONAL LIMITED

8.	Director(s)	:	Shek Kin Pong

Part B

Particulars of the subsidiaries of the Issuer

(I)

1.	Name of Company	:	VICTORY HERO CAPITAL LIMITED

2.	Date of Incorporation	:	14 August 2023

3.	Place of Incorporation	:	the British Virgin Islands

4.	Registered Office	:	Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands

5.	Business	:	Investment holding

6.	Issued Share Capital	:	50,000 ordinary shares of a par value of US$1.00

7.	Shareholder(s)	:	Registered owner(s)	Number of shares

			WELLCHANGE	1
			HOLDINGS COMPANY LIMITED

8.	Director(s)	:	Shek Kin Pong

(II)

1.	Name of Company	:	WCHING TECH LTD CO. LIMITED

2.	Date of Incorporation	:	20 April 2012

3.	Place of Incorporation	:	Hong Kong

4.	Registered Office	:	Flat 1212, 12/F., Sterling Centre, No. 11 Cheung Yue Street, Cheung Sha Wan, Kowloon, Hong Kong

5.	Business	:	Provision of SaaS services

6.	Issued Share Capital	:	10,000 ordinary shares of HK$1.00 each

7.	Shareholder(s)	:	Registered owner(s)	Number of shares

			VICTORY HERO	10,000
			CAPITAL LIMITED

8.	Director(s)	:	Shek Kin Pong

Part C

Corporate Structure of the Group as at the date of this Agreement

SCHEDULE 2

Closing Requirements for the Subscription Shares

Obligations of the Issuer

1.1

The Issuer shall deliver to each of the Subscribers:

(a)

new share certificate(s) in respect of the relevant Subscription Shares issued in the name of the respective Subscribers;

(b)

certified true copy of the register of members of the Issuer updated to reflect the Subscribers as the registered holders of the relevant Subscription Shares; and

(c)

certified true copy of the board resolutions of the Issuer resolving that (i) the Agreement and the execution of the same by the Issuer be approved; (ii) the allotment and issuance of the Subscription Shares to the Subscribers be approved; (iii) registration of the Subscribers or his/her nominee(s) in the register of members of the Issuer as the holders of the relevant Subscription Shares be approved.

Obligations of the Subscribers

2.1

Each of the Subscribers shall deliver to the Issuer a signed subscription letter for his/her relevant Subscription Shares.

SCHEDULE 3

Representations, Warranties and Undertakings

OWNERSHIP

1.1

Power Smart is the sole and not joint owner of the entire issued share capital of the Issuer.

1.2

The Subscription Shares will, when allotted and issued upon Closing, be validly issued and fully paid up and free from any Encumbrance and together with all rights attaching thereto (including rights to vote in general meetings of the Issuer), the Issuer shall not have exercised any lien over any of the Subscription Shares and the Subscription Shares shall rank pari passu in all respects with the Shares then in issue.

1.3

Upon Closing, the Ocean Serene Subscription Shares will represent 4.5% of the entire issued share capital of the Issuer.

1.4

Upon Closing, the Paramount Fortune Subscription Shares will represent 3.5% of the entire issued share capital of the Issuer.

1.5

Upon Closing, the Prestige Leader Subscription Shares will represent 3.0% of the entire issued share capital of the Issuer.

CORPORATE STRUCTURE

2.1

The Issuer is duly incorporated with limited liability in the Cayman Islands and is in good standing validly existing and the amount and particulars of its share capital and other particulars as set out in Part A of Schedule 1 are true and accurate as at the date of this Agreement and will on the Closing Date be true and accurate (save for the change in the issued share capital and the change in the list of registered owner(s) as a result of the subscription of Shares as contemplated under this Agreement). Particulars of each member of the Group as set out in Part B of Schedule 1 are true and accurate as at the date of this Agreement and will on the Closing Date be true and accurate (save for contemplated change(s) as stipulated in this Agreement).

2.2

Copies of the memorandum and articles of association of each member of the Group which have been supplied to the Subscribers prior to the date hereof are complete and accurate in all respects as at the date hereof, have attached to it copies of all resolutions and other documents relating to the rights and resolutions attaching to the respective share capital or shares of the members of the Group required by the applicable laws to be so attached and fully set out the rights and restrictions attaching to the respective share capital or shares of the members of the Group.

2.3

The Issuer does not carry on and has never carried on business under any name other than its own name or its business/branch names (or its name for the time being if it has changed its name since its date of incorporation).

2.4

Save as disclosed in Schedule 1, the Issuer has no other subsidiaries or associated company and the Issuer is not the legal or beneficial owner of any shares of any company, a partner in any partnership or party to any joint venture or profit sharing arrangement.

AUTHORITY AND COMPLIANCE WITH LEGAL REQUIREMENTS

3.1

Each of the Issuer has full authority and legal capacity to enter into and perform its/his obligations under this Agreement and this Agreement when executed will constitute valid and legally binding and enforceable obligations of it/him except that such obligations of the Issuer hereunder (a) will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, merger, consolidation, moratorium or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions; (b) will be subject to statutory limitation of the time within which proceedings may be brought; (c) will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available; (d) may not be given effect to by a Cayman Islands court if and to the extent they constitute the payment of an amount which is in the nature of a penalty; and (e) may not be given effect by a Cayman Islands court to the extent that they are to be performed in a jurisdiction outside the Cayman Islands and such performance would be illegal under the laws of that jurisdiction.

3.2

Members of the Group have power and have been duly authorised to carry on its business and to own its properties and assets and, has complied with and will at the Closing Date comply with, in all material respects, all the provisions of all applicable laws, regulations and orders relating thereto in the conduct of its business or otherwise and has duly paid all stamp duty, capital duty, registration or other fees payable in connection with each of them and all issues of shares, debentures or other securities.

3.3

Each member of the Group has been duly incorporated and is validly existing under the laws of its place of incorporation and has full power, authority and legal rights to own its assets and carry on its business currently carried on and is not in receivership or liquidation, it has taken no steps and has no intention to enter liquidation or to file a petition for its winding up.

3.4

The Issuer has taken all necessary action (including obtaining all consents, approvals, authorizations and waivers from its director(s) and/or shareholder(s) (as may be required) or other orders of all Governmental Authorities (as necessary)) in connection with its entry into and performance of this Agreement and such consents, approvals, authorisations, orders or waivers as the case may be are in full force and effect, and it has all requisite power and authority to enter into and perform this Agreement in accordance with its terms.

3.5

The execution, delivery and performance by each of the Issuer of this Agreement (where applicable) will not:

(a)

conflict with, violate or constitute a default under any provision of the Memorandum & Articles and any mortgage, bond, indenture, agreement, franchise or other instrument or obligation to which any member of the Group a party or by which it/he is bound;

(b)

result in the creation of any involuntary transfer of or any lien or other encumbrance upon the properties or assets of any members of the Group pursuant to the terms of any such mortgage, bond, indenture, agreement, franchise or other instrument or obligation; or

(c)

constitute a violation by any of the Issuer or, as the case may be, any members of the Group, of any law or regulation of any jurisdiction insofar as such law or regulation relates to any of the Issuer or the securities, property or business of any of the Issuer.

SHARE CAPITAL

4.1

Save as disclosed or contemplated under this Agreement, there is no right to acquire, transfer or encumber, or other form of security or encumbrance on, over or affecting or any involuntary transfer of any of the interest or shares in any members of the Group or any part of its unissued share capital or shares and there is no agreement or commitment to give or create any of the foregoing and no claim has been made by any person to be entitled to any of the foregoing.

4.2

Save as disclosed or contemplated under this Agreement, no member of the Group has at any time repaid or agreed to repay or redeem any shares of any class of its share capital or shares or otherwise reduced or agreed to reduce its issued share capital or any class thereof or capitalised or agreed to capitalise in the form of shares or debentures or other securities or in paying up any amounts unpaid on any shares, debentures or other securities any profits or reserves of any class or description or passed or agreed to pass any resolution to do so.

DISPUTES AND LITIGATION

5.1

No member of the Group is involved in any material litigation, enforcement or attachment proceedings or any arbitration or other legal proceedings before any court or tribunal in Hong Kong or elsewhere, including any threatened litigation or proceedings (whether in contract, tort, infringement of any intellectual property or otherwise) against any member of the Group and none of the Issuer is aware, having made all due and careful enquiries, of any state of affairs which is likely to give rise to any of the foregoing proceedings, and to the extent that there are any of the foregoing proceedings, none of them would have a Material Adverse Effect on the Group.

5.2

No order has ever been made, or petition presented, or resolution passed, for the winding up of any member of the Group and no receiver has ever been appointed to any of their assets or properties and no distress or execution has ever been levied on any of its assets or properties, and no such petition, appointment, distress or execution is currently threatened, and the state of affairs is not such as may give rise to any of the foregoing.

TITLE TO ASSETS

Save for those assets subsequently disposed of in the ordinary course of business prior to the Closing Date and security provided to financial institutions for the purpose of obtaining facilities in the ordinary course of business of the Group, none of the aforesaid assets of any member of the Group is or will at the Closing Date be the subject of any assignment, mortgage, charge, lien, debenture or other security interest or encumbrance whatsoever (excepting only liens arising in the normal course of trading) or the subject of any hire-purchase, leasing (whereby assets are leased to the relevant member of the Group), conditional sale or credit sale agreement.

DEBTS

All debts owed to each member of the Group will be good and collectable in the ordinary course of business.

STATUTORY COMPLIANCES

8.1

The Group has not done or omitted to do anything in contravention or breach of any statute, order or regulation or the like in Hong Kong applicable to it or its business and giving rise to any fine, penalty, default, proceedings or other liability on its party which would have a material impact to the Group’s business, financial condition or results of operations.

8.2

The Group has conducted and is conducting its business in accordance with applicable laws and regulations in Hong Kong in all material respects.

CONTRACTS

9.1

Each member of the Group has not created any mortgage, charge or debenture (whether secured or unsecured) or issued any guarantee or indemnity or granted any security on behalf of any person or company.

9.2

There are no agreements or arrangements entered into by the Group otherwise than by way of bargain at arm’s length.

9.3

All contracts are entered into by the Group in the normal course of business. There are no long term or onerous or abnormal contracts or commitments whether oral or written or which cannot be fulfilled or performed on time or without undue or unusual expenditure of money or effort.

10.

OTHER AGREEMENTS AND GENERAL

10.1

The execution and performance of this Agreement will not conflict with or result in any breach of nor be a reason for the proper termination or variation of any agreement or obligation to which the Issuer or any member of the Group is a party.

10.2

The Issuer will not prior to the Closing Date except with the previous consent of the Subscribers:

(i)

do anything whereby its financial position shall be rendered materially less favourable than at the date hereof;

(ii)

depart materially from the ordinary course of its day to day business either as regards the nature scope or manner of conducting the same;

(iii)

dispose of any material part of its fixed assets;

(iv)

voluntarily contravene or fail to comply with any material obligation, statutory or otherwise;

(v)

pass a resolution for the winding-up of the Issuer or do anything whereby the Issuer may be wound up compulsorily; and

(vi)

do anything whereby the Warranties may be rendered untrue or incorrect.

11.

INFORMATION

11.1

All information contained in this Agreement including the Recitals, Schedules and Exhibit is true and accurate in all respects and there are no material facts known to the Issuer concerning the Group or its assets and liabilities and prospects which are not disclosed the omission of which is likely to make any statement misleading.

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