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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of June 2025
Commission File Number 001-41776
SOLOWIN HOLDINGS
(Translation of registrant’s name into English)
Room 1910-1912A, Tower 3, China Hong Kong City
33 Canton Road, Tsim Sha Tsui, Kowloon
Hong Kong
(Address of principal executive offices)
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 ☐
Sale and Purchase Agreement
On June 16, 2025, SOLOWIN HOLDINGS, a Cayman Islands exempted holding company (the “Company”), entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) with Chen Dongbin and Lau Cho ( each a “Vendor,” and collectively, the “Vendors”), pursuant to which the Company will purchase from the Vendors, and the Vendors will sell to the Company, a total of 4,800 ordinary shares of Tiger Coin (Hong Kong) Limited, a private company limited by shares incorporated in Hong Kong (“Tiger Coin”), representing 48% of the total issued and outstanding share capital of Tiger Coin on an as-converted and fully-diluted basis (the “Sale Shares”). The Sale and Purchase Agreement provides that the Company will purchase such Sale Shares from the Vendors for a total purchase price of $7,500,000 (the “Purchase Price”), with each Vendor receiving $3,750,000. The Purchase Price will be satisfied by the issuance of an aggregate of 7,500,000 class A ordinary shares, par value $0.0001 per share of the Company (the “Solowin Shares”) to the Vendors, subject to the satisfaction or waiver of the conditions precedent set forth in the Sale and Purchase Agreement.
The closing of the transactions contemplated by the Shareholders Agreement (the “Closing”) is scheduled to occur on or before June 20, 2025, or such other date as the parties may agree. The Sale and Purchase Agreement contains customary representations and warranties by the Vendors and the Company, which survive the Closing. Additionally, the Vendors have agreed to indemnify the Company and Tiger Coin for certain pre-Closing tax liabilities and other non-ordinary course liabilities.
The foregoing description of the Sale and Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Sale and Purchase Agreement, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
The Company also entered into a financial advisory agreement (the “Advisory Agreement”) with R.F. Lafferty & Co., Inc. (“Lafferty”) to act as its financial advisor in connection with this transaction.
Shareholders Agreement
As a condition to the Closing, the Company, Tiger Coin, and Wei Zhu, Tiger Coin’s largest shareholder holding 52% of the total issued and outstanding share capital of Tiger Coin on an as-converted basis (the “Founder”) will enter into a shareholders agreement among them (the “Shareholders Agreement”) to govern their respective rights and obligations as shareholders of Tiger Coin following the Closing.
Following the transaction, the Company will hold 48% and the Founder will hold 52% of the issued and outstanding share capital of Tiger Coin. The Shareholders Agreement sets forth certain governance, information, and consent rights of the Company, including the right to receive periodic financial and business information and to consent to certain reserved matters. Reserved matters requiring the Company’s prior written consent include, among others: amendments to Tiger Coin’s articles of association, changes to Tiger Coin’s business or name, issuances of additional equity securities, mergers, significant borrowings, material litigation, and certain major corporate transactions.
The Shareholders Agreement also provides for board composition and appointment rights. Unless otherwise agreed by both the Founder and the Company, the board of directors of Tiger Coin will consist of one director nominated by the Founder.
In addition, the Shareholders Agreement includes certain transfer restrictions, including rights of first refusal and tag-along rights. Shareholders must offer shares to existing shareholders prior to any third-party transfer, and the Company holds tag-along rights in the event the Founder proposes to transfer shares to a third party. Any transferee of shares is required to execute a deed of adherence to become a party to the Shareholders Agreement.
The Shareholders Agreement further provides preemptive rights in favor of existing shareholders with respect to future issuances of equity securities by Tiger Coin. The agreement also contains default provisions, pursuant to which a non-defaulting shareholder has the right to purchase the shares of a defaulting shareholder upon the occurrence of certain events of default at a price based on Tiger Coin’s net asset value.
The Shareholders Agreement may be terminated upon (i) mutual agreement, (ii) dissolution of Tiger Coin, or (iii) if a party ceases to hold shares in Tiger Coin. Pursuant to its dispute resolution provisions, disputes arising out of the agreement shall be resolved by arbitration at Hong Kong International Arbitration Centre in Hong Kong.
The foregoing summary of the Shareholders Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached as Exhibit 4.2 to this Report and incorporated herein by reference.
This Form 6-K, including Exhibit 4.1 and Exhibit 4.2 is hereby incorporated by reference into the registration statements of the Company on Form S-8 (File No. 333-275337) and Form F-3 (File No. 333-282552) and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
EXHIBIT INDEX
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: June 16, 2025 | SOLOWIN HOLDINGS | |
| By: | /s/ Ling Ngai Lok | |
| Ling Ngai Lok | ||
| Chief Executive Officer | ||
Exhibit 4.1
DATED THE 16TH DAY OF JUNE 2025
CHEN Dongbin
and
LAU Cho
(each as Vendor)
and
SOLOWIN HOLDINGS
(as Purchaser)
Sale and Purchase Agreement
in relation to the 48% issued shares of and in
Tiger Coin (Hong Kong) Limited
Long An & Lam LLP
Rooms 1804-7, 18/F, Wing On House,
71 Des Voeux Road Central,
Hong Kong
Tel: 2877 6608
Fax: 2877 6397
Ref.: L/55219/FC/L/AW/HW
THIS SALE AND PURCHASE AGREEMENT is made on 16 June, 2025
BETWEEN:
| (1) | CHEN DONGBIN (陳東濱), holder of People’s Republic of China Passport No.ED3726962 of No. 79, Xiamenluxia, Qiaozhu Xinliao Village, Zhanlong Town, Puning City, Guangdong Province, China (the “Vendor A”); |
| (2) | LAU CHO (劉草), holder of Hong Kong Identity Card No. P774992(2) of Flat 1305, 13/F, Block A, Dragon Court, No. 6 Dragon Terrace, North Point, Hong Kong (the “Vendor B”); |
(Vendor A and Vendor B, collectively as the “Vendors”); and
| (3) | SOLOWIN HOLDINGS, an exempted limited liability company incorporated and existing under the laws of Cayman Islands and having its registered office at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (NASDAQ: SWIN) (the “Purchaser”) |
(each a “Party” and collectively the “Parties”).
WHEREAS:
| (A) | Tiger Coin (Hong Kong) Limited (Business Registration No. 64373104), a company incorporated under the laws of Hong Kong whose registered office is situated at 19H, Maxgrand plaza, No.3 Tai Yau Street, San Po Kong, Kowloon, Hong Kong (the “Company”), is a private company limited by shares incorporated in Hong Kong, with 10,000 issued and outstanding ordinary shares (the “Shares”) as at the date hereof. |
| (B) | As at the date hereof, (i) Vendor A is the legal and beneficial owner of 2,400 Shares, representing 24% of the total share capital of the Company (on an as-converted and fully-diluted basis) and (ii) Vendor B is the legal and beneficial owner of 2,400 Shares, representing 24% of the total share capital of the Company (on an as-converted and fully-diluted basis). |
| (C) | Each Vendor A and Vendor B is desirous to sell, and the Purchaser is desirous to purchase certain portion of the Shares on the terms and conditions set out in this Agreement. |
NOW IT IS HEREBY AGREED as follows:
| 1. | INTERPRETATION |
| 1.1 | In this Agreement, unless the context otherwise requires, the following words and expressions have the following meanings: |
| “Accounts” | means the audited consolidated accounts of the Company comprising the balance sheet of the Company as at the Accounts Date, the profit and loss account of the Company for the financial year ended on the Accounts Date, the notes thereto and the directors’ and auditors’ reports thereon; | |
| “Accounts Date” | means March 31, 2024; | |
| “Agreement” | means this sale and purchase agreement as originally executed or as it may from time to time be amended and/or supplemented; | |
| “Business Day” | means a day other than Saturday, Sunday or any day on which banks located in Hong Kong are authorised or obligated to close; | |
| “Completion” | means the completion of the sale and purchase of the Sale Shares in accordance with the provisions of this Agreement; | |
| “Completion Date” | has the meaning ascribed to it under Clause 4.1; | |
| “Disclosed” | means disclosed in the Disclosure Documents or disclosed elsewhere in this Agreement; | |
| “Disclosed Documents” | means the documents (including correspondence and information) made available by or on behalf of the Vendor or the Company for inspection by or on behalf of the Purchaser (including Purchaser’s agents and advisors) in relation to or connected with the Company and its businesses for the purposes of this Agreement; | |
| “Encumbrance” | means any right to acquire, option, right of pre-emption, voting arrangement, mortgage, charge, pledge, bill of sale, lien, deposit, hypothecation, assignment, or any other encumbrance, priority or security interest, or arrangement or interest under any contract or trust, or any other third party interest of whatsoever nature; | |
| “Hong Kong” | means the Hong Kong Special Administrative Region of the People’s Republic of China; | |
| “HKFRS” | means the financial reporting standards adopted by the HKICPA and its successors; |
| “HKICPA” | means the Hong Kong Institute of Certified Public Accountants; | |
| “Information Technology” | means the computer systems, communications systems (other than public communications networks), Software, hardware, devices and websites which are owned or used by the Company; | |
| “IRD” | means the Inland Revenue Department of Hong Kong; | |
| “Management Accounts” | means the management accounts of the Company for the period from April 01, 2024 to March 31, 2025; | |
| “Purchase Price” | has the meaning ascribed to it under Clause 2.1; | |
| “Purchaser’s Warranties” | means the representations and warranties set out in Clause 6.2; | |
| “Sale Shares” | has the meaning ascribed to it under Clause 2.1; | |
| “Shareholders Agreement” | means a shareholders agreement to be entered into among ZHU Wei, the Purchaser and the Company; | |
| “Software” | means all source code, object code, computer programs, application programs, algorithms, processes, flow charts, formulae, electronic files, libraries, scripts, toolkits, data structures, and programming instructions; | |
| “Solowin Shares” | means Class A ordinary shares in the Purchaser; | |
| “Tax” | means all forms of taxation, withholdings, duties, imposts, levies, social security contributions and rates imposed, assessed or enforced by any local, municipal, governmental, state, federal or other body or authority in Hong Kong or elsewhere, in all cases being in the nature of taxation, and any related interest, penalty, surcharge or fine; | |
| “Tax Authority” | means any Tax authority or other authority competent to impose, assess or enforce any liability to Tax whether in Hong Kong or elsewhere; | |
| “Transaction Documents” | means this Agreement, the Shareholders Agreement and other related documents to be entered into (if any); | |
| “USD” | means United States Dollars, the lawful currency of the United States; | |
| “Vendor’s Warranties” | means the representations and warranties set out in Schedule 1; and | |
| “Zhu Wei” | means ZHU Wei (朱唯), being a shareholder and the sole director of the Company at the time hereof. |
| 1.2 | In this Agreement, unless the context otherwise requires: |
| (i) | all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders, and words importing the singular include the plural and vice versa; |
| (ii) | headings are included for convenience only and shall not affect the construction and interpretation of any provision of this Agreement; |
| (iii) | the terms “include”, “including”, “are inclusive of” and similar expressions are not expressions of limitation and shall be construed as if followed by the words “without limitation”; |
| (iv) | general words shall not be given a restrictive meaning because they are preceded or followed by particular examples; |
| (v) | references to “law” shall include all applicable laws, regulations, rules and orders of any governmental authority, including any common or customary law, constitution, code, ordinance, statute or other legislative measure, as well as any regulation, rule, treaty, order, decree, or judgment; and “lawful” shall be construed accordingly; |
| (vi) | references to this Agreement include the recitals and the schedules which form an integral part hereof. A reference to any Clause or Schedule is, unless otherwise specified, to such Clause of, or Schedule to, this Agreement. The words “hereof,” “hereunder” and “hereto,” and words of like import, refer to this Agreement as a whole and not to any particular Clause hereof or Schedule hereto. A reference to any document (including this Agreement) is to that document as amended, consolidated, supplemented, novated, or replaced from time to time; |
| (vii) | if a period of time is specified and dates from a given day or the day of a given act or event, such period shall be calculated exclusive of that day; and |
| (viii) | the expressions “Vendor” and “Purchaser” shall, where the context permits, include their respective successors and personal representatives. |
| 2. | SALE AND PURCHASE OF THE SALE SHARES |
| 2.1 | Sale Shares. Each of Vendor A and Vendor B shall sell to the Purchaser, and the Purchaser shall purchase from each of Vendor A and Vendor B at a purchase price of USD3,750,000 (the “Purchase Price”), for 2,400 issued and outstanding ordinary shares in the Company and being a portion of the Shares (collectively, the “Sale Shares”) free from any Encumbrances together with all rights now and hereafter attaching thereto, including, but not limited to, all dividends or distributions which may be paid, declared or made in respect thereof at any time on or after Completion Date. |
| 3. | CONSIDERATION |
| 3.1 | Payment of Purchase Price. In consideration of the sale by Vendor A and Vendor B of the Sale Shares to the Purchaser, the Purchaser shall pay each of Vendor A and Vendor B the Purchase Price upon Completion. The payment of the Purchase Price by the Purchaser shall be made by way of issuing 3,750,000 Solowin Shares to each of Vendor A and Vendor B, and such issuance shall be a complete discharge of the Purchaser’s obligation to pay the Purchase Price under this Agreement. |
| 3.2 | No Deductions. All payments by the Purchaser to the Vendor pursuant to this Agreement (including the Purchase Price) or any matters under this Agreement shall: |
| (a) | exclude any Tax which may from time to time be imposed or charged by any Tax Authorities on or calculated by reference to the amount of the Purchase Price; and |
| (b) | not be subject to any right of set-off and shall be free from any deduction or Tax that may otherwise be required under the laws of Hong Kong or any other country including, without limitation, any deduction of withholding taxes, bank charges, claims and other costs and expenses. |
| 4. | COMPLETION |
| 4.1 | Time and Place of Completion. Completion shall take place on or before 20 June 2025 or such other date and time as the Parties may otherwise agree in writing (the date on which the Completion actually occurs, the “Completion Date”) at a place mutually agreed by the Parties. |
| 4.2 | Conditions Precedent. The obligation of a Party to consummate the Completion is subject to the fulfillment prior to or contemporaneously with the Completion of the following conditions (unless otherwise waived by such Party in writing): |
| (a) | On the part of Vendor A and Vendor B, each of the Purchaser’s Warranties remain true and accurate and not misleading between the date of this Agreement and such Completion; |
| (b) | On the part of the Purchaser, |
| (i) | each of the Vendor’s Warranties remain true and accurate and not misleading between the date of this Agreement and such Completion; and |
| (ii) | Vendor A and Vendor B have jointly and severally provided to the Purchaser a copy of the written resolutions of the board of directors of the Company approving: |
| (A) | the transactions contemplated under this Agreement; |
| (B) | the transfer of the Sale Shares from the Vendor A and Vendor B to the Purchaser pursuant to this Agreement and the entry of the name of the Purchaser in the register of members of the Company in respect thereof; |
| (C) | the execution, delivery and performance of the Shareholders Agreement by the Company; and |
| (D) | the execution and delivery of relevant share certificate(s) to the Purchaser in respect of the Sale Shares. |
| (c) | The sale and purchase of all the Sale Shares is completed simultaneously in accordance with this Agreement; and |
| (d) | The Shareholders Agreement is entered into by the Company, Zhu Wei and the Purchaser simultaneously in accordance with this Agreement. |
| 4.3 | Simultaneous Actions at Completion. Subject to the satisfaction (or, where permissible, waiver) of the conditions set forth in Clause 4.2, at Completion: |
| (a) | Purchaser’s Obligations. The Purchaser shall pay the Purchase Price (or cause the Purchase Price to be paid) to each of Vendor A and Vendor B in accordance with Clause 3.1. |
| (b) | Vendors’ Obligations. Each of Vendor A and Vendor B shall deliver, or procure to be delivered, to the Purchaser: |
| (i) | bought and sold notes and instrument of transfer in respect of the respective portion of the Sale Shares in favour of the Purchaser duly signed by it as the transferor, and such other documents as may be required to give a good and effective transfer of title of the respective portion of Sale Shares to the Purchaser and to enable the Purchaser to become the registered holder thereof; |
| (ii) | the Shareholders Agreement duly signed by Zhu Wei and the Company; and |
| (iii) | a certified true copy of the duly passed board resolutions as set out in Clause 4.2(b)(ii) (if not already provided). |
| 4.4 | Postponement of Completion. If any of the conditions set forth in Clause 4.2 are not complied with or otherwise waived, any Party may, in its absolute discretion, elect to: |
| (a) | postpone the Completion (and so that the provisions of Clause 4.3 shall apply to the Completion as so postponed); or |
| (b) | proceed to such Completion so far as practicable (without prejudice to their rights, claims and remedies under this Agreement). |
| 5. | POST-COMPLETION OBLIGATIONS |
| 5.1 | New Share Certificate. The Vendors shall jointly and severally cause the Company to enter the name of the Purchaser in the register of members of the Company as a holder of the Sale Shares, and deliver to the Purchaser (a) a copy of such updated register of members evidencing the ownership of Sale Shares and (b) a new share certificate in respect of the Sale Shares. |
| 5.2 | Stamp Duty Responsibility. Vendor A and Vendor B on the one hand and Purchaser on the other hand shall be equally responsible for the payment of the stamp duty arising from the transfer of the Sale Shares from the Vendor to the Purchaser pursuant to this Agreement payable to the IRD (“Stamp Duty”) and arranging for the calculation, stamping, and payment of the Stamp Duty to the IRD within the timeframe stipulated by the IRD regulations. |
| 5.3 | Indemnification of Tax and other liabilities. The Vendors hereby, jointly and severally, unconditionally and irrevocably, agree, covenant with and undertake to indemnify and keep indemnified the Company and the Purchaser against: |
| (a) | any claim falling on the Company for any Tax resulting from or by reference to any income, profits or gains earned, accrued or received on or before the Completion Date or any event on or before the Completion Date whether alone or in conjunction with other circumstances and whether or not such taxation is chargeable against or attributable to any other person, together with any legal, accountancy and other costs, charges and expenses incurred in connection therewith; and |
| (b) | any other liabilities or indebtedness of the Company incurred other than in the ordinary course of business on or before the Completion Date. |
| 6. | REPRESENTATIONS AND WARRANTIES |
| 6.1 | Vendor’s Warranties. The Vendors, jointly and severally, represent and warrant to the Purchaser the statements set out in Schedule 1 of this Agreement are true and accurate and not misleading as of the date of this Agreement and will be true and accurate at Completion as if they had been repeated at Completion. |
| 6.2 | Purchaser’s Warranties. The Purchaser represents and warrants to each of Vendor A and Vendor B the statements set out in this Clause 6.2 are true and accurate and not misleading as of the date of this Agreement and will be true and accurate at Completion as if they had been repeated at Completion: |
| (a) | it is a company duly incorporated, organized and validly existing under the laws of its country of incorporation; |
| (b) | the execution, delivery and performance of this Agreement by it has been duly authorized; |
| (c) | the Purchaser has full right and authority to enter into and perform its obligations under this Agreement and any agreement entered into by the Purchaser pursuant to the terms of this Agreement on the terms and conditions hereunder and this Agreement, when executed, represents legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms; |
| (d) | its representative whose signature is affixed to this Agreement has full capacity and authority to bind the Purchaser to the terms hereof; |
| (e) | all corporate action on the part of the Purchaser necessary for the authorization, execution, delivery of, and performance of all obligations of the Purchaser under this Agreement have been properly taken; |
| (f) | no consent, approval, order, or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority or any other person (other than the approvals of the board of directors or shareholders of the Purchaser, if applicable) is required in connection with the execution, delivery, and performance by the Purchaser of this Agreement; |
| (g) | the entry into and/or performance of the Purchaser’s obligations under this Agreement does not and will not violate (i) any law or regulation or any order, decree, or judgment of any court or any governmental authority or regulatory authority in any jurisdiction to which the Purchaser is a party or the Purchaser is subject, (ii) any agreement, instrument, or document to which the Purchaser is a party or which is binding on the Purchaser or Purchaser’s assets or undertaking, or (iii) (if the Purchaser is a company) any provision of the Purchaser’s constitutional documents; |
| (h) | no order for bankruptcy, winding-up, liquidation, judicial management, or similar events has been made or petition presented against the Purchaser, nor has any person threatened to present such an order or petition; and |
| (i) | the Solowin Shares to be allotted and issued to Vendor A and Vendor B in accordance with Clause 3.1 shall be allotted and issued fully paid free from all Encumbrances. |
| 6.3 | Separate Warranties. The representations and warranties provided in this Clause 6 shall be separate and independent of each other and shall continue in full force and effect notwithstanding Completion. |
| 6.4 | Disclaimer of Warranties. Except as expressly set forth in this Clause 6 and to the maximum extent permitted by law, each Party expressly disclaims all representations and warranties, whether express, implied, statutory, or otherwise, in connection with this Agreement. |
| 7. | CONFIDENTIALITY |
| 7.1 | Definition of Confidential Information. The term “Confidential Information” shall mean all proprietary, confidential, or non-public information of a disclosing Party in any respect or held by the disclosing Party under an obligation of confidentiality to a third party, which may be disclosed from one Party to the other Party during the negotiation or performance of this Agreement. Confidential Information shall include the terms of this Agreement as well as any proprietary or confidential information in relation to the Company. Information shall not be considered Confidential Information to the extent such information: |
| (a) | is known by the receiving Party at the time of its receipt from the disclosing Party not through a prior disclosure by the disclosing Party, as established by documentary evidence; |
| (b) | at the time of its receipt is, or thereafter becomes, generally available to and known by the public through no act or omission of the receiving Party; |
| (c) | is subsequently disclosed to the receiving Party by a third party who is lawfully permitted to do so and is not under an obligation of confidentiality to the disclosing Party; or |
| (d) | is developed by the receiving party independently of and without use of the Confidential Information received from the disclosing Party, as established by documentary evidence. |
| 7.2 | Non-Disclosure and Non-Use Obligations. A Party receiving Confidential Information of the other Party shall (a) maintain such Confidential Information in confidence to the same extent that it maintains the confidentiality of its own Confidential Information, (b) not disclose such Confidential Information to any third party without the prior written consent of the disclosing Party, and (c) not use such Confidential Information for any purpose other than the exercise of a Party’s rights or performance of a Party’s obligations under this Agreement. The provisions in this Clause 7 shall remain in effect notwithstanding the termination or expiry of this Agreement. |
| 7.3 | Permitted Disclosure of Confidential Information. The provisions of Clause 7.2 shall not prevent a Party from disclosing Confidential Information if such disclosure: |
| (a) | is made to a Party’s agents, legal or financial advisers, accountants or consultants who reasonably require such disclosure on a need-to-know basis and who are bound to it by obligations of confidentiality and non-use no less stringent than the obligations between the Parties hereunder; or |
| (b) | is required to be disclosed by law, subpoena, or court order, provided that, to the extent permitted by the applicable law, notice is promptly delivered to the other Party in order to provide such Party a reasonable opportunity to challenge or limit the disclosure obligations, and that any such disclosure made by the disclosing Party is limited to the extent required by law or court order. |
| 8. | NOTICES |
| 8.1 | Any notice or demand to be given, made or served by either Party under this Agreement shall be in writing and may be (a) delivered to the relevant Party by hand or courier, or (b) sent by prepaid, registered or certified mail to the address of that Party set out below, or (c) sent by email (or at such other address or to such other email as shall have previously been notified to the other Party for the purposes of this Clause 8.1): |
To the Vendors:
CHEN Dongbin
| Address | : | No. 1, Daping Road, Village 1, Longgang District, Shenzhen, China |
| E-mail: | : | info@tigercoin.com |
LAU Cho
| Address | : | Flat 1305, 13/F, Block A, Dragon Court, No. 6 Dragon Terrace, North Point, Hong Kong |
| E-mail: | : | info@tigercoin.com |
To the Purchaser:
SOLOWIN HOLDINGS
| Address | : | 8505B-8506A, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong |
| Attention | : | Ling Ngai Lok |
| : | peter@spw.com.hk |
| 8.2 | Any notice or demand so given, made or served shall be deemed to have been duly given, made or served as follows: |
| (a) | in the case of delivery by hand or courier, when delivered; or |
| (b) | if sent by prepaid, registered or certified mail, five (5) days after such mail having been sent; |
| (c) | if sent as an email, at the time that the email is received and accepted by the recipient’s server, provided that in each case where delivery by hand or courier or by email occurs after 5 pm on a Business Day or on a day that is not a Business Day, service shall be deemed to occur at 9 am on the next following Business Day. |
| 9.1 | This Agreement shall be governed by, and construed in accordance with the laws of Hong Kong without regard to the principles of conflicts of laws thereunder. |
| 9.2 | The Parties agree to negotiate in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, including the validity, invalidity, breach, or termination thereof (“Dispute”). If the negotiations do not resolve the Dispute to the reasonable satisfaction of the Parties within thirty (30) days, the following subsection (a) and (b) shall apply. |
| (a) | Any Disputes shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force at the time the notice of arbitration is submitted in accordance with these rules. The number of arbitrators shall be one to be jointly appointed by the Parties. If the Parties fail to agree on or appoint an arbitrator within 14 days of the notice of arbitration, the HKIAC shall appoint such arbitrator. The seat of arbitration shall be Hong Kong and the arbitration proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this section, including the provisions concerning the appointment of the arbitrator, the provisions of this section shall prevail. The arbitration award shall be final and binding on the Parties, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award. |
| (b) | Any Party to the Dispute shall be entitled to seek preliminary injunctive relief from any court of competent jurisdiction, if possible or if available. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed, except with respect to the part in dispute and under adjudication. |
| 10.1 | Further Assurance. Each Party shall give such further assurance, provide such further information, take such further actions, and execute and deliver such further documents and instruments as are, in each case, within its power to give, provide, and take so as to give full force and effect to the provisions of this Agreement. |
| 10.2 | Expenses. Each Party shall bear its own costs and expenses (including legal costs) incurred in the preparation, negotiation, and execution of this Agreement and all related transactions contemplated hereunder. |
| 10.3 | Continuing Effect. Each provision of this Agreement shall continue in full force after Completion, except to the extent that a provision has been fully performed on or before Completion. |
| 10.4 | No Third Party Rights. Save for the Company in respect of Clause 5.3, no person who is not a party hereto or its permitted assignee shall be entitled to enforce any right or term of this Agreement pursuant to the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the laws of Hong Kong). |
| 10.5 | Assignment. This Agreement shall be binding on and enure for the benefit of the successors of the Parties, but no Party will be entitled to assign, mortgage, charge, declare a trust of, or deal in any other manner with any or all of its rights or obligations under this Agreement without the prior written consent of the other Party. Any purported assignment, declaration of trust, transfer, sub-contracting, delegation, charging or dealing in contravention of this Clause 10.5 is void. |
| 10.6 | Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements or understandings, both oral and written, between the Parties relating to the subject matter hereof. All such previous agreements, arrangements or understandings (if any) shall cease and determine with effect from the date hereof. No Party has entered into this Agreement in reliance upon, and it will have no remedy in respect of, any warranty, misrepresentation, representation, or statement (whether made by another party or any other person and whether made to another party or any other person) which is not expressly set out in this Agreement, and no Party will have any remedy in tort (including negligence). Nothing in this Clause 10.6 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation. |
| 10.7 | Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument executed by each of the Parties. For the avoidance of doubt and notwithstanding the provision of Clause 5.3, no consent from the Company is required for any amendment, modification, or supplementation of this Agreement. |
| 10.8 | Waiver. No waiver of any term or right in this Agreement shall be effective unless in writing and signed by an authorized representative of the waiving Party. No failure or delay by a Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. |
| 10.9 | Cumulative Remedies. The rights and remedies herein provided shall be cumulative and not exclusive of any rights, powers, or remedies provided at law or in equity. |
| 10.10 | Independent Contractors. Nothing in this Agreement and no action taken by the Parties in connection with it will create a partnership or joint venture between the Parties or give any Party authority to act as the agent of or in the name of or on behalf of another Party or to bind another Party or to hold itself out as being entitled to do so. |
| 10.11 | Severability. If any provision contained in this Agreement shall for any reason be determined to be partially or wholly invalid, illegal, or unenforceable by any court of competent jurisdiction, such provision shall be of no force and effect to the extent so determined, but the invalidity, illegality, or unenforceability of such provision shall have no effect upon and shall not impair the validity, legality, or enforceability of any other provision of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the Parties. In such event, the Parties shall use their best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement that most nearly effects the Parties’ intent in entering into this Agreement. |
| 10.12 | Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose. |
| 10.13 | Independent Legal Advice. Each Party has been advised to seek legal advice to understand the nature and effect of this Agreement and hereby confirms that such Party fully understands the nature and effect of this Agreement. |
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[Schedule and Signature page to follow]
Schedule 1 – Vendor’s Warranties
| 1. | GENERAL |
| (a) | All material information and descriptions provided in the Disclosure Document, Schedules or elsewhere in this Agreement are true, accurate in all material respects, and not misleading in any material respect. |
| (b) | All information relating to the Company which could materially and adversely affect the value of its property, business, or undertaking of the Company, or the value of the Shares has been Disclosed. |
| (c) | All copies of documents supplied by or on behalf of the Vendor to the Purchaser or Purchaser’s agents and advisors are complete and accurate copies of the originals. |
| (d) | The Vendor has full right and authority to enter into and perform the Vendor’s obligations under this Agreement and any agreement entered into by the Vendor pursuant to the terms of this Agreement on the terms and conditions hereunder and this Agreement when executed represents legal, valid and binding obligations of the Vendor enforceable against the Vendor in accordance with its terms. |
| (e) | No consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any governmental authority or any other person is required in connection with the execution, delivery and performance by the Vendor of this Agreement. |
| (f) | The entry into and/or performance of the Vendor’s obligations under this Agreement does not and will not violate (i) any law or regulation or any order, decree or judgment of any court or any governmental authority or regulatory authority in any jurisdiction to which it is a party or which it is subject, or (ii) any agreement, instrument or document to which the Vendor a party or which is binding on the Vendor or on the Vendor’s assets or undertaking. |
| (g) | No order for bankruptcy or similar events has been made or petition presented against the Vendor or has any person threatened to present such an order or petition. |
| 2. | CORPORATE MATTERS |
| (a) | The Company has been duly incorporated and organized, and is validly existing in good standing, under the laws of its place of incorporation. The Company has the corporate power and authority to own and operate its assets and properties and to carry on its business as currently conducted and proposed to be conducted. |
| (b) | The copy of the current articles of association of the Company that has been provided as part of the Disclosed Documents is accurate and complete in all respects. There are no, and there shall not be any, restriction on the transfer of the Sale Shares, whether conferred by the current articles of association of the Company or otherwise. |
| (c) | The information set out in the Recitals is true and accurate in all respects. |
| (d) | The Vendor is the beneficial owner of the respective portion of the Sale Shares, free and clear of any lien, charge or encumbrance. The Company has not exercised any lien over any of its issued shares and there is outstanding no call on any of the Shares and all of the Shares are fully paid. |
Schedule 1 to SPA
| (e) | The statutory books, minute books, and register of members of the Company have been properly and accurately kept and maintained in all material respects and contain full and accurate records of all resolutions passed by the Directors and the Shareholders of the Company and all issuances and transfers of Shares or other securities of the Company. |
| 3. | AUTHORISATION AND VALIDITY OF TRANSACTIONS |
| (a) | The Company has the corporate power and authority to execute, deliver, and perform its obligations under the Transaction Documents. All necessary corporate actions on the part of the Company for the authorization, execution, delivery of and the performance of all obligations of the Company under the Transaction Documents has been properly taken and documented. The Company’s representative whose signature is affixed to this Agreement has full capacity and authority to bind it to the terms hereof; |
| (b) | The Sale Shares, when transferred to the Purchaser as provided in this Agreement, will be free of any charges, Encumbrances, and rights of any other third parties, free of restrictions on transfer, except for restrictions on transfer under the Shareholders Agreement, the articles of association of the Company and any applicable securities law and regulation. |
| (c) | Each Transaction Document to which the Company is a contracting party when executed will be a valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms and conditions. |
| (d) | No consent, approval, order, or authorization of, or registration, qualification, designation, declaration or filing with, from any governmental authority or any other person (other than the approvals of the Board) is required for the execution, delivery and performance by the Company of the Transaction Documents, except as specifically provided herein. |
| (e) | The entry into and/or performance of its obligations under this Agreement does not and will not violate: (i) any law, or regulation, or any order, decree or judgment of any court, or any governmental authority, or regulatory authority in any jurisdiction to which it is a party or subject; (ii) any agreement, instrument, or document to which it is a party or that is binding on it or on its assets or undertaking; or (iii) any provision of its constitutional documents. |
| (f) | No order for bankruptcy, winding-up, liquidation, judicial management, or similar events has been made or petition presented against the Company. Additionally, no any person has threatened to present such an order or petition, nor has the Company made any composition with its creditors or requested a suspension of payment on its debts, nor has a moratorium been agreed or declared in respect of, or affecting, all or a material part of any Company indebtedness, nor have any other actions been taken in relation to the appointment of an administrator, liquidator, receiver, administrative receiver, compulsory manager or any provisional liquidator (or equivalent in any other jurisdiction) (or other process whereby the business is terminated and the assets of the Company are distributed amongst the creditors or shareholders or any other contributors). There are no proceedings under any applicable insolvency, reorganization, or similar laws in any relevant jurisdiction, nor have any events occurred that would justify such proceedings under applicable laws and the Company is not aware of any potential insolvency issues; and |
Schedule 1 to SPA
| (g) | No distress, execution, or other similar process has been levied on any asset owned or used by the Company. Additionally, no person has threatened any such distress, execution or other similar process, nor has an official assignee or similar officer been appointed concerning any of its assets. |
| 4. | COMPLIANCE |
| (a) | To the knowledge of the Vendors, the Company is not currently in violation or has been in violation, of any applicable law or regulation, or of any agreement to which any one of them is a party that has a material adverse effect on the ability of the Company to conduct its business or any transactions contemplated in the Transaction Documents. |
| (b) | All returns, particulars, resolutions, and documents required by any applicable legislations and regulations to be filed with the relevant government departments and authorities in connection with the Company have been duly filed and are correct in all material respects. |
| (c) | The Company has obtained all necessary approval, if any, for enabling it to carry on its current business and in the manner in which such business is now carried on and all such necessary approvals are valid and subsisting, and the Company is not aware of any reason why any of them should be suspended, cancelled, or revoked, or should not be renewed or reissued upon or prior to their expiry. |
| (a) | The Accounts: |
| (i) | have been prepared in accordance with HKFRS for Private Entities issued by HKICPA and the Hong Kong Companies Ordinance (Cap. 622), using suitable accounting policies and estimates; |
| (ii) | show a true and fair view of the assets, liabilities, and state of affairs of the Company as at the Accounts Date, and of the profits and losses of the Group and the Company for the financial year ending on the Accounts Date; |
| (iii) | comply with all applicable law legal requirements; |
| (iv) | (save as the Accounts expressly disclosed) are not affected by any event or circumstance outside the ordinary course of business, nor by any other factor rendering them unusually high or low, and have not in relation to the statement of comprehensive income, been affected by any unusual or non-recurring item; and |
Schedule 1 to SPA
| (v) | (save as the Accounts expressly disclosed) have been prepared using the same estimation techniques and accounting policies as those adopted in the preparing of the Company’s previous accounts. |
| (b) | Since the Accounts Date: |
| (i) | the business of the Company has been carried on in the ordinary course to maintain its status as a going concern; and |
| (ii) | there has been no event, change, or occurrence that, individually or together with any other events, change or occurrence, has, or would, or could reasonably be expected to have, a material adverse effect on or cause a material adverse change to the financial or trading position or prospects of the Company. |
| (c) | Having regard to the purpose for which they were prepared, the Management Accounts: |
| (i) | reasonably reflect the financial affairs of the Company as of the date to which they have been prepared and its results for the period covered by the Management Accounts; and |
| (ii) | are not inaccurate or misleading in any material respect. |
| (d) | All debts (less any specific provision made) due to the Company are included in the Accounts and all debts now due to the Company have either been realized prior to the date hereof or are expected to within three months after the date hereof realize their full amount in cash. All creditors of the Company have been paid in the normal course of business, subject to the Company using all reasonable endeavors to collect outstanding amounts. |
| (e) | The accounting and other books and records of the Company have been properly written up and accurately present and reflect in accordance with generally accepted accounting principles and standards, all the transactions entered into by the Company or to which it has been a party. |
| 6. | ASSETS |
The Company owns or has the right to use all material assets required for the conduct of its business or for any transactions contemplated in the Transaction Documents. All material assets owned by the Company are free and clear of all encumbrances, and there are no pending claims or dispute regarding ownership of such assets.
| 7. | REAL PROPERTY |
| (a) | Summary details of all the real property leased by the Group, if any, are included in the Disclosed Documents (the “Real Properties”). The Company does not own any real property. |
| (b) |
Schedule 1 to SPA
| (c) | So far as the Vendor is aware, no action, claim, proceeding, demand, dispute, or liability (contingent or otherwise) against the Company concerning any of the Real Properties is outstanding or anticipated. |
| (d) | In relation to each of the Real Properties: |
| (i) | it is held under the terms of the lease disclosed or summarized in the Disclosed Documents, and no licenses or collateral assurances, undertakings or concessions have been made by any party to the lease; |
| (ii) | the Company has paid the rent and all other sums payable under the lease on the due dates for payment, and the last demand for rent was unqualified, and each lease is valid and in full force; |
| (iii) | the Company has observed and performed the covenants and conditions contained in the lease in all material respects, has received no complaint regarding any alleged breach of any of such covenants and conditions, and the Company is not in dispute with the landlord in relation to any lease-related matters; |
| (iv) | So far as the Vendor is aware, the landlord has observed and performed the covenants and conditions contained in the lease in all material respects; |
| (v) | there are no rent reviews currently outstanding or under negotiation. |
| 8. | INTELLECTUAL PROPERTY |
| (a) | All of the intellectual property used by the Company in the course of its business is either: |
| (i) | legally and beneficially owned by the Company and free from any Encumbrance; or |
| (ii) | licensed to the Company under a valid and enforceable intellectual property license. |
| (b) | The Company has not received any written notice that the activities of the Company infringe the intellectual property of any third party, and the Company has not given written notice to any third party that such third party is infringing the intellectual property owned by the Company (if any). |
| (c) | To the knowledge of the Vendor, the activities of the Company do not and the carrying on of the Company’s business (as carried on in the previous three years) do not infringe and have not infringed, nor will they result in any claim of infringement concerning any intellectual property of any third party. |
| (d) | Each element of Information Technology is legally and beneficially owned the Company or validly licensed to the Company pursuant to a written agreement, in each case free from Encumbrances. |
Schedule 1 to SPA
| 9. | MATERIAL CONTRACTS |
| (a) | There are no outstanding obligations related to: |
| (i) | any guarantee of or security for any overdraft, loan, or loan facility granted given by any person to the Company, or for the performance of any other obligation of the Company; |
| (ii) | any guarantee, performance guarantee, bond, or contract for indemnity, or for suretyship, or security for any overdraft, loan, or loan facility given by the Company. |
| (iii) | any material contract under which the Company is obligated or has agreed to: (A) acquire any business or form a partnership with another person; (B) incur any material capital expenditure; or (C) disposed of or realize any material asset or any interest therein; |
| (iv) | any contractual or other arrangement or otherwise between the Company and any party which contains a right for the other party to terminate it as a result of the sale and purchase provided for in this Agreement, or which conflicts with any other provision herein; |
| (v) | any other agreement or arrangement to which the Company is a party that has, or is likely to have a material adverse effect on the financial or trading position or prospects of the Company; and |
| (vi) | any liability, obligation or commitment of material kind (other than those listed above) on the Company (including a capital commitment) which: (A) has not been incurred in the ordinary course of business; or (B) is, or is likely to be, of major significance to the Company. |
| (b) | The Company is not in breach of any contract, in any material respect to which it is a party (a “Contract”), and so far as the Company is aware, no other party to a Contract is in breach of a Contract in any material respect. |
| (c) | There are no existing contracts or arrangements to which: (A) the Company; or (B) any client, customer, supplier, agent, or distributor of the Company, is a party and in which: |
| (i) | in respect of (A) and (B), any of its directors and/or any person connected with any of them has an interest; and |
| (ii) | in respect of (A) only, its shareholders and/or any person connected with any of them is a party. |
| (d) | Any agreements between the Company, on the one hand, and: |
| (i) | a shareholder of another member of the Group, or |
| (ii) | a director of any other member or shareholder of the Group, |
on the other hand, are at arm’s length and do not contain any onerous or unusual provisions.
Schedule 1 to SPA
| 10. | EMPLOYEES AND PENSIONS |
| (a) | The Company has: |
| (i) | in relation to each of its employees and former employees, complied with its obligations under all applicable laws; and |
| (ii) | discharged fully its obligations to enroll employees in the medical insurance plan offered by the Company. |
| (b) | The Company has at all relevant times complied with its obligations under applicable law to enroll any employee or officer (including former employee or officer) in a pension scheme, specifically under the Mandatory Provident Fund Scheme in accordance with the Mandatory Provident Fund Schemes Ordinance (Cap.485 of the Laws of Hong Kong). |
| (c) | The Company has duly complied with its obligations under any pension scheme, and all amounts due under such scheme have been paid in full when due. |
| (d) | All key employees of the Company have entered into a standard confidentiality agreements with the Company and to the knowledge of the Vendor, none of these employees are in breach of such agreements. |
| 11. | LITIGATION AND COMPLIANCE WITH LAW |
| (a) | Litigation |
Save in respect of debt collection in the ordinary course of business:
| (i) | neither the Company nor any person for whom the Company may be vicariously liable or otherwise is engaged in or the subject of any litigation, arbitration, prosecution or other legal proceedings (each a “Legal Proceeding”). No Legal Proceedings are threatened against or contemplated by the Company, and no event has occurred or taken place which may reasonably be expected to give rise at any time to any Legal Proceeding; and |
| (ii) | there are no claims or actions (whether criminal or civil) in progress, pending, or threatened against the Company, any of its assets, or any of its directors. |
| (b) | Investigations |
So far as the Company is aware, the Company is not or has not been subject to any investigation, inquiry, or disciplinary proceeding by any governmental authority in any jurisdiction that would have a material adverse effect on the business of the Company.
| (c) | Compliance with law |
The Company has prior to the date of this Agreement, in all material respects conducted its business in compliance with all applicable laws.
Schedule 1 to SPA
| 12. | DATA PRIVACY |
| (a) | The Company has complied, in all material respects, with all applicable laws and regulations binding on the Company that govern the collection, use, processing, possession, disclosure, handling, and protection of Personal Data (“Data Protection Laws”). For the purpose of this Agreement, “Personal Data” refers to any information related to any identified or identifiable natural person and any other additional data deemed as personal data under the applicable personal data protection laws, including “personal data” as interpreted according to the Personal Data (Privacy) Ordinance (Cap. 486 of the laws of Hong Kong). |
| (b) | The Company has established and maintains a system of internal controls that are reasonably designed to ensure compliance in all material respects by the Company with all applicable Data Protection Laws. |
| (c) | The Company has not suffered any personal data breach as to which Data Protection Laws would require the Company to notify individuals whose information was compromised in such breach. |
| (d) | The Company has not received any notice from any governmental authority: (i) alleging material non-compliance with any Data Protection Laws; or (ii) notifying the Company of any material regulatory investigation by a governmental authority regarding non-compliance with any Data Protection Laws by the Company’s business. |
| 13. | INSURANCE |
| (a) | The Company has obtained all insurances required by law (if any) to be effected by it. |
| (b) | The Company has, and at all material times has had, valid insurance coverage in respect of its type or types of business and assets from a reputable and solvent insurer: |
| (i) | against all risks (including product liability) that are typically insured against by companies engaging in the same type of businesses as the Company; and |
| (ii) | for the full replacement value of its assets, and for such amount in respect of its business that would be considered prudent under the circumstances. |
| (c) | All insurance policies taken out in connection with the business or assets of the Group have been disclosed to the Purchaser, are written in the name of the Company, are in full force and effect and all premiums have been paid, and are not subject to any special or unusual terms or restrictions, or to any premium in excess of the normal rate; and the Company has not taken any action or has omitted to do anything which might render any of those policies void or voidable. |
| (d) | No claims under any insurance policy taken out in connection with the business or assets of the Company are outstanding and so far as the Company is aware, there are no circumstances likely to give rise to such claims, and the Company has maintained all necessary documentation related to these policies. |
Schedule 1 to SPA
| 14. | ENVIRONMENTAL REGULATIONS |
| (a) | The Company, along with every person for whose default it may be vicariously liable, has complied with all applicable legislation, licences, consents, and permissions relating to environmental matters. |
| (b) | Neither the Company nor any person for whose default it may be vicariously liable is subject to any actions, claims, or proceedings relating to environmental matters, nor are any such actions, claims, or proceedings is threatened against or expected by the Company or any such person. |
| (c) | There has been no disposal, spillage, or leak of waste or hazardous or toxic substances or material on, or emission or discharge of waste or hazardous substances from any property now or previously owned, occupied or used by the Company. |
| (d) | There is no material liability on the part of the Company to remediate, repair, reinstate, or clean up any property currently or previously owned, occupied, or used by the Company. |
| (e) | No circumstances exist whereby the Company would be likely to be required to institute an environmental audit or take such other steps that may be likely to result in any actual or contingent material liability to remediate, repair, reinstate or clean up any property currently or previously owned, occupied, or used by the Company. |
| (f) | The Company has Disclosed the results of all environmental audits known to the Company relating to any property currently or previously owned, occupied, or used by the Company. |
| 15. | TAXATION |
| (a) | The Accounts contain full provision for all taxation, including deferred or provisional taxation, that is liable to be assessed on the Company for the accounting period ended on the Accounts Date, or for any subsequent period (on the basis of the rates of tax and taxation statutes in force at the Accounts Date) covering any transactions, events, or omission occurring, or any income, or profits, or gains earned, accrued, or received by the Company on or prior to the Accounts Date, or for which the Company is accountable up to such date. All contingent liabilities for taxation have been provided for or disclosed in the Accounts. |
| (b) | Since the Accounts Date, no further liability or contingent liability for taxation has arisen except as a result of trading activities conducted in the ordinary course of its business. |
| (c) | All returns made by the Company for taxation purposes were accurate at the time of submission and remain correct and appropriately based. All other information supplied to the Inland Revenue Department or other fiscal authority for such purpose was accurate when supplied and remains correct and on a proper basis and such returns include all returns and information which the Company ought to have made or given and are not subject to any dispute with the Inland Revenue Department or any other relevant fiscal authority at the date hereof. There are no facts or matters that might result in any such dispute or any taxation liability (present or future) not provided for in its audited accounts. |
Schedule 1 to SPA
| (d) | The Company has paid all taxation for which it is liable to account to the Inland Revenue Department or other fiscal authority by the due date for payment thereof and is not liable to pay any penalties or interest in connection therewith and without prejudice to the generality of the foregoing the Company has made all deductions and withholdings in respect or on account of taxation which it is required or entitled by any relevant legislation, from any payments made by it including, but not limited to, interest, annuities or other annual payments, royalties, rent, remuneration payable to employees or sub-contractors or payments to a non-resident. Where appropriate, the Company has accounted in full to the relevant fiscal authority for any taxation so deducted or withheld and maintains documentation to support these transactions. |
| 16. | ANTI-BRIBERY AND CORRUPTION |
| (a) | Neither the Company nor any officer, employee, or representative of the Company has, either in private business dealings or in dealings with the public or government sector, directly or indirectly given, made, offered or received or agreed (either themselves or in agreement with others) to give, make, offer or receive any payment, gift, or other advantage that: (A) would violate any applicable law; (B) was intended to, or did, influence any person to act or reward any person for acting in breach of an expectation of good faith, impartiality or trust, or which it would otherwise be improper for the recipient to accept; (C) was made to or for a public official with the intention of influencing them and obtaining or retaining an advantage in the conduct of business; or (D) which a reasonable person would otherwise consider to be unethical, illegal or improper, (collectively referred to as a “Corrupt Act”). |
| (b) | Neither the Company nor any officer, employee, or representative of the Company has (in relation to the affairs of the Company or the affairs of the customers or suppliers or contacts of the Company), whether acting as principal or agent, received, agreed to receive, or attempted to receive the benefits of or profits from a crime or any Corrupt Act, nor agreed to assist any person in retaining such benefits or profits from a crime or any Corrupt Act. |
| (c) | The Company has not been investigated (or is being investigated or is subject to a pending or threatened investigation), nor is involved in an investigation (as a witness or suspect) in relation to any of the matters outlined in paragraphs (a) or (b) above by any law enforcement, regulatory or other governmental agency, or any customer or supplier. Additionally, the Company has not admitted to, nor has it been found by a court in any jurisdiction to have engaged in, any Corrupt Act, nor has it been debarred from bidding for any contract or business. |
| 17. | MISCELLANEOUS |
| (a) | The Vendor has no interest in any other company or business that has a close trading relationship with or is in competition with the Company. The Vendor has not disclosed any of the financial or trade secrets of the Company, except where necessary for the proper conduct of the Company’s business. |
| (b) | The Vendor shall procure that the Warranties set out in this Schedule are true and accurate and not misleading as at the time of Completion and on the basis that any reference to the actual time of Completion shall be substituted for any express or implied reference to the time or date of this Agreement. Upon Completion, the Vendor shall be deemed to have repeated the same on such basis accordingly at Completion as well as at the date hereof. |
Schedule 1 to SPA
IN WITNESS whereof the Parties entered into this Agreement the day and year first above written.
Vendor A
| SIGNED BY | ) | |
| CHEN Dongbin (陳東濱) | ) | |
| ) | /s/ CHEN Dongbin |
Signature Page to SPA
IN WITNESS whereof the Parties entered into this Agreement the day and year first above written.
Vendor B
| SIGNED BY | ) | |
| LAU Cho (劉草) | ) | |
| ) | /s/ Lau Cho |
Signature Page to SPA
IN WITNESS whereof the Parties entered into this Agreement the day and year first above written.
Purchaser
| SIGNED BY | ) | |
| for and on behalf of | ) | /s/ Ling Ngai Lok |
| SOLOWIN HOLDINGS | ) | Name: Ling Ngai Lok |
| ) | Title: Chief Executive Officer |
Signature Page to SPA
Exhibit 4.2
Dated the 16th day of June 2025
Tiger Coin (Hong Kong) Limited
and
ZHU Wei
and
SOLOWIN HOLDINGS
SHAREHOLDERS AGREEMENT
relating to
TIGER COIN (HONG KONG) LIMITED
Long An & Lam LLP
Rooms 1804-7, 18/F, Wing On House,
71 Des Voeux Road Central,
Hong Kong
Tel: 2877 6608
Fax: 2877 6397
Ref.: L/55219/FC/L/AW/HW
This SHAREHOLDERS AGREEMENT is made on 16th June 2025 by and among:
| 1. | Tiger Coin (Hong Kong) Limited, a company incorporated and existing under the laws of Hong Kong and having its registered office at 19H, Maxgrand Plaza, No. 3 Tai Yau Street, San Po Kong, Kowloon, Hong Kong (Business Registration No. 64373104) (the “Company”); |
| 2. | ZHU Wei (朱唯), holder of People’s Republic of China Resident Identity Card No.: 32083119781112001X of Collective No. 20, Zhichun Road, Haidian District, Beijing City, China (“Founder”); and |
| 3. | SOLOWIN HOLDINGS, an exempted limited liability company incorporated and existing under the laws of State of Cayman Islands and having its registered office at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (NASDAQ: SWIN) (“Solowin”); |
(the Company, Founder and Solowin shall hereinafter collectively be referred to as the “Parties” and individually as a “Party”).
WHEREAS:
| (A) | The Company was incorporated on 2 February 2015. At the date of this Agreement, the Company has a total of 10,000 issued and outstanding Shares (as defined below), all of which are held by the Shareholders (as defined below) in the manner as set out in Schedule 1. |
| (B) | The Parties wish to provide for certain of their rights and obligations regarding the operation and management of the Company, and certain other rights and obligations of the Parties relating to the Company on the terms and conditions set out in this Agreement. |
NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the Parties contained herein, the Parties agree as follows:
| 1. | INTERPRETATION |
| 1.1 | In this Agreement unless the context requires otherwise, the following words and expressions shall have the following meanings: |
| “Agreement” | means this shareholders agreement which may be supplemented, varied or amended from time to time; |
| “Articles” | means the articles of association of the Company as may from time to time be adopted or amended or replaced in accordance with this Agreement, if the context so requires; |
| “Board” | means the board of directors of the Company; |
| “Business” | means the business of the Company as described in Clause 2; |
| “Business Day” | means a day other than Saturday, Sunday or any day on which banks located in Hong Kong are authorised or obligated to close; |
| “Company Assets” | all of the assets of the Company from time to time; |
| “Deed of Adherence” | means deed of adherence, the form of which is set out in Schedule 4; |
| “Defaulting Party” | means any Shareholder who is in breach of its obligations hereunder; |
| “Director” | means a director of the Company (including any duly appointed alternate director) and “Directors” shall be construed accordingly; |
| “Encumbrance” | means any right to acquire, option, right of pre-emption, voting arrangement, mortgage, charge, pledge, bill of sale, lien, deposit, hypothecation, assignment, or any other encumbrance, priority or security interest, or arrangement or interest under any contract or trust, or any other third party interest of whatsoever nature and references to Encumbrancer shall be construed accordingly; |
| “Equity Securities” | means the share capital, or other ownership interest in any person or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such share capital, registered capital or other ownership interests (whether or not such derivative securities are issued by such person); |
| “Event of Default” | means any of the events specified in Clause 8.1; |
| “HKD” or “Hong Kong Dollars” | means Hong Kong Dollars, the lawful currency of the Hong Kong; |
| “Hong Kong” | means Hong Kong Special Administrative Region of the People’s Republic of China; |
| “Ordinance” | means the Companies Ordinance (Cap. 622 of the Laws of Hong Kong); |
| “Shareholder” | means each holder of the Shares of the Company whose name is entered in the register of members of the Company from time to time; and “Shareholders” shall be construed accordingly; and |
| “Shares” | means ordinary shares of the Company. |
| 1.2 | In this Agreement unless the context requires otherwise: |
| (a) | all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders, and words importing the singular include the plural and vice versa; |
| (b) | headings are included for convenience only and shall not affect the construction of any provision of this Agreement; |
| (c) | the terms “include”, “including”, “are inclusive of” and similar expressions are not expressions of limitation and shall be construed as if followed by the words “without limitation”; |
| (d) | general words shall not be given a restrictive meaning because they are preceded or followed by particular examples; |
| (e) | references to “law” shall include all applicable laws, regulations, rules and orders of any governmental authority, including any common or customary law, constitution, code, ordinance, statute or other legislative measure, as well as any regulation, rule, treaty, order, decree, or judgment; and “lawful” shall be construed accordingly; |
| (f) | references to this Agreement include the recitals and the schedules which form an integral part hereof. A reference to any Clause or Schedule is, unless otherwise specified, to such Clause of, or Schedule to, this Agreement. The words “hereof,” “hereunder” and “hereto,” and words of like import, refer to this Agreement as a whole and not to any particular Clause hereof or Schedule hereto. A reference to any document (including this Agreement) is to that document as amended, consolidated, supplemented, novated, or replaced from time to time; |
| (a) | references to a “person” shall include any individual, firm, company, trust or estate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality); and |
| (b) | if a period of time is specified and dates from a given day or the day of a given act or event, such period shall be calculated exclusive of that day. |
| 2. | BUSINESS OF THE COMPANY |
| 2.1 | The Parties agree that the purposes, objectives and business of the Company are as follows, and such other business as may from time to time be agreed in writing by the Shareholders: |
| (a) | providing foreign exchange technical services to the foreign exchange industry for the purpose of business promotion, including the development of application software and operating systems providing such services; |
| (b) | providing customized technical development services to digital asset trading platforms in the field of Web3; and |
| (c) | engage in such other activities incidental or ancillary thereto as the Shareholders deem necessary or advisable. |
| 3. | RIGHTS OF SOLOWIN |
| 3.1 | Subject to the provisions in this Agreement, Solowin shall enjoy the same class rights as other ordinary shareholders as prescribed by the Ordinance and the Articles as well as the following rights: |
| (a) | the right to receive management account and analysis every half-year; |
| (b) | quarterly updates concerning financial status of the Company and its unaudited financial statements no later than forty-five (45) days after the relevant fiscal quarter ends; and |
| (c) | on Solowin’s request, other reasonable non-financial information about the Company, |
provided that Solowin shall keep confidential and shall not use any information of the Company obtained by Solowin (under this clause or otherwise) in violation of this Agreement.
| 4. | DIRECTORS AND MANAGEMENT |
| 4.1 | Subject only to the provisions of this Agreement, the Articles and the applicable law: |
| (a) | the Board shall have ultimate responsibility for management and control of the Company; |
| (b) | the Board shall be required to make all major decisions of the Company (including, but not limited to, all decisions with respect to the matters set forth on Schedule 2 hereto; and |
| (c) | notwithstanding any other provisions to the contrary in this Agreement, each Shareholder shall procure, subject to applicable law, that the Company and each Director nominated by such Shareholder, if any, refrain from taking, and the Company shall refrain from taking, any actions with respect to the matters set forth on Schedule 3 hereto, without the consent of Solowin. |
| 4.2 | Unless both the Founder and Solowin agree otherwise in writing: |
| (a) | The minimum number of Directors constituting the Board shall be one (1); |
| (b) | So long as the Founder is a Shareholder, the Founder shall have the right to nominate and appoint one (1) Director by giving written notice to the Board; and |
| (c) | So long as Solowin is a Shareholder, Solowin shall have the right to nominate and appoint one (1) Director by giving written notice to the Board. |
| 4.3 | Appointment and Removal of Directors. |
| (a) | Each Shareholder shall have the right to remove or replace a Director nominated by it at any time by giving a written notice to the Board. |
| (b) | If any Shareholder decides to remove any Director nominated by it from the Board, such Shareholder may do so by giving a written notice to the Board. |
| (c) | If any vacancy occurs in the Board with respect to any Director nominated by any Shareholder, such Shareholder shall have the right and power to fill such vacancy. Any replacement Director nominated by any Shareholder shall be a person appropriately qualified for the office of Director. |
| (d) | Each of the Shareholders shall procure the immediate appointment(s) or removal(s) (as appropriate) of the relevant persons nominated under this Clause 0. The Board’s approval on such nomination shall not be unreasonably withheld. |
| (e) | Without prejudice to the Company’s right against the Directors personally at law or in equity, each Shareholder agrees that it shall be liable for all acts or omissions of the person nominated by it to be a Director or to be a signatory of any documents and bank account of the Company. |
| (f) | Each Director shall be entitled to examine the books and accounts of the Company and shall have free access, at all reasonable times and upon reasonable prior notice, to any and all properties and facilities of the Company. The Company shall provide such information relating to the business affairs and financial position of the Company. Any Director may provide such information to his or her nominating Shareholder. |
| (g) | Each Shareholder shall, and procure that the Director nominated by it shall, do all acts or things as may be necessary to give full effect to the provision of this Agreement. |
| 4.4 | Board Meetings and Decision. |
| (a) | All meeting of the Board shall require a quorum of two (2) Directors. However, in the event that the Board has only one director, then the quorum will be one (1) Director. |
| (b) | A meeting of the Board at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors subject to the provisions of this Agreement and the Articles. |
| (c) | Except as otherwise provided herein, at any meeting of the Board, each Director shall have one (1) vote and all decisions of the Board shall be by a majority vote. Any Director may put forth a resolution for vote at a Board meeting; provided, that the Board shall not adopt any resolution covering any matter that is not specified on the agenda for such meeting unless all the Directors are present at such meeting and vote in favor of such resolution. |
| (d) | Any action that may be taken by the Directors at a Board meeting may alternatively be taken by a written resolution signed by all the Directors. The expressions “written” and “signed” include writings or signatures transmitted by facsimile or by incorporation in non-rewritable format and delivered through electronic means, such as pdf file as e-mail attachments. |
| (e) | No Director shall take any action or do anything on behalf of the Company except with the consent thereto of the Board, provided, however, that all the Directors may authorize in advance in writing one or more of the Directors to take certain action or do certain things and such authorization may be specific or general. |
| 4.5 | No Director shall be entitled to any remuneration for serving in such capacity except for: (i) reimbursement of reasonable, out-of-pocket expenses in connection with the performance of his or her duties as Director, (ii) reasonable Director’s fee approved by the Shareholders, or (iii) if such Director is otherwise an employee of or consultant to the Company, reasonable remuneration received in such capacity. |
| 5. | SHAREHOLDER AND MEETINGS |
| 5.1 | Save as provided in the Articles and herein, the Company shall not, and each of the Shareholders hereby agrees and undertakes to procure the Company and their nominated Directors not to, without the prior unanimous approval by Solowin, take any of the actions set forth on Schedule 3 hereto. Each Shareholder further undertakes that it shall procure that no action is taken nor resolution is passed by the Company in respect of the matters set forth on Schedule 3 without the prior written consent of Solowin. |
| 5.2 | Shareholders’ Meeting. |
| (a) | Unless otherwise agreed by the Shareholders, all Shareholders’ meetings shall be held in Hong Kong or any place requested by the Board, and a Shareholder may attend any Shareholders’ meeting by using virtual meeting technology or physically. |
| (b) | The quorum for meetings of the Shareholders shall be two (2) including Solowin. If such a quorum is not present within thirty (30) minutes after the time appointed for the meeting, the meeting shall be adjourned to the same place and at the same day and time the following week (or if such day is not a Business Day, at the same time on the following Business Day). At such adjourned meeting, any one Shareholder holding at least 50% of the voting rights of all shareholders at any meeting of Shareholders shall constitute a quorum. |
| (c) | The chairman of meeting of the Shareholders shall be the Founder or its proxy, and every meeting of the Shareholders shall be chaired by such chairman. If the Founder at the relevant time is unable to attend any meeting of the Shareholders, Solowin or its proxy shall chair the meeting of the Shareholders. In the event of equality of votes, the chairman of the meeting of the Shareholders shall have a casting vote. |
| 5.3 | Shareholders’ Resolutions. |
| (a) | Shareholders’ resolutions may be passed by written resolution signed by all Shareholders and may consist of several documents in the like form each signed by one or more Shareholders. |
| (b) | Each Shareholder shall procure that the requirements of this Clause 0 are fully observed and shall, without limitation, procure that the Director nominated by it shall vote to cause the requirements of this Clause 0 to be fully observed. |
| 6. | TRANSFER OF SHARES |
| 6.1 | The transfer of Shares shall be regulated in accordance with the provisions set out in this Clause 6, and no sale, transfer, disposal, charging or encumbrance of any interest of any nature in any Share shall be made except in accordance with this Clause 6. |
| 6.2 | Each of the Shareholders hereby undertakes that if it shall transfer any of its Shares (or any interest therein), it shall require the transferee to execute a Deed of Adherence (attached to this Agreement as Schedule 4) which the Company shall execute for itself and on behalf of any as agent of all parties to this Agreement for the time being (which the parties irrevocably authorise the Company to do), and the compliance with this Clause 6.2 shall be a condition precedent to registration of any such transfer. |
| 6.3 | No Shareholder shall transfer any interest in any Share without at the same time assigning to the transferee a proportion of any amounts owed to it by the Company equal to the proportion that the interest transferred bears to the total number of Shares in which the Shareholder is then beneficially interested. |
| 6.4 | Right of First Refusal. |
| (a) | No Shareholder shall dispose of any interest of any nature in any Shares for the time being owned by it to a third party unless such Shareholder (the “Offeror”) shall have first notified the Company and all other Shareholders (each the “Offeree”) offering such Shares (the “Offered Shares”) on the same or more favourable terms and any such offer shall remain open for acceptance for 30 calendar days. |
| (b) | The notice (the “Offer Notice”) in respect of the offer for sale of the Offered Shares shall contain the following: |
| (i) | the offer price for each of the Offered Shares and the number of Offered Shares to which such Offeree is entitled to purchase; |
| (ii) | other principal terms and conditions subject to which the Offered Shares shall be sold; and |
| (iii) | a request to the Offeree to indicate its willingness to purchase Shares in excess of its entitlement if any other Offeree declines the Offeror’s offer. |
| (c) | Each Offeree shall be entitled to purchase the Offered Shares by giving written notice to the Offeror and the Company within 30 calendar days from the date of the Offer Notice and the failure of an Offeree to reply in such manner (unless otherwise agreed by the Offerer and the Offeree) shall be deemed as a waiver of its right of pre-emption in respect of the Offered Shares so offered. |
| (d) | Without prejudice to Clause 6.4 (b) (i) hereinabove, each Offeree may indicate in the Offer Notice its willingness to purchase Shares in excess of its entitlement if any other Offeree declines the Offeror’s offer and such unaccepted Shares (the “Unaccepted Shares”) shall automatically be entitled to be purchased by the Offeree who has indicated its willingness in the Offer Notice accordingly. If more than one Offeree have indicated such willingness, then all such Unaccepted Shares shall be allocated amongst such Offeree pro-rata according to their respective Applicable Percentages (and for purpose of this Clause 6.4 (d) (c), “Applicable Percentage” shall mean the percentage determined by dividing (i) the number of the Shares held by that Shareholder as at the date of the Offer Notice by (ii) the aggregate number of Shares then held by all Shareholders other than the Offeror and the declining Offeree). |
| (e) | Subject to Clause 6.5, if any or all of the Offered Shares comprised in the Offer Notice are not accepted by the Offeree within the prescribed period pursuant to Clause 6.4 (c), the Offeror may within two (2) months of the Offer Notice transfer the Unaccepted Shares to any third party at such price and terms as set out in the Offer Notice. |
| (f) | If the Unaccepted Shares has not been sold to any third party pursuant to Clause 6.4 (e), the transfer restrictions provided in this Clause shall become effective again and no disposal may be made by the Offeror without again comply with the offering procedures set out herein. |
| 6.5 | Tag-Along Right. |
| (a) | If the Offeror under Clause 6.4 is the Founder (the “Tag-Along Seller”), the Founder shall first give to all other Shareholders a notice (the “Tag-Along Notice”) stating its intention to sell the Unaccepted Shares (the “Sale Shares”). |
| (b) | The Tag-Along Notice shall contain the following: |
| (i) | the number of Sale Shares to be sold; |
| (ii) | the identity of the potential purchaser (the “Tag-Along Purchaser”); |
| (iii) | the aggregate number of the Sale Shares which the Tag-Along Purchaser will hold following the completion of such proposed sale of the Sale Shares (the “Aggregate Tag-Along Shareholding”); and |
| (iv) | the proposed purchase price per Sale Share. |
| (c) | The other Shareholder will have an option to sell to the Tag-Along Purchaser up to the number of Shares as it constitutes its Tag-Along Pro Rata Portion (as defined below) of the Aggregate Tag-Along Shareholding at the purchase price per Share, and the number of Shares which the Tag-Along Seller proposes to sell shall be reduced to the extent of the participation of the other Shareholder pursuant to this Clause. “Tag-Along Pro Rata Portion” shall mean the percentage determined by dividing (i) the number of Shares held by such Shareholders as at the Tag-Along Notice by (ii) the total number of issued share capital of the Company. |
| (d) | The other Shareholder shall provide the Tag-Along Seller with written irrevocable notice within 14 calendar days after the Tag-Along Notice is given (the “Tag-Along Notice Period”) and shall simultaneously provide a copy of the notice to the Company. Such notice shall include the number of Shares that the other Shareholder wishes to sell not exceeding its Tag Along Pro Rata Portion. Until the expiry of the Tag-Along Notice Period, the Tag-Along Seller shall not sell any of its Shares to the Tag-Along Purchaser. |
| (e) | If at the expiry of the Tag-Along Notice Period, the other Shareholder shall not have elected to participate in the sale pursuant to this Clause 6.5 or elected to sell part only of the Shares comprised in the Tag-Along Pro-Rata Portion, the other Shareholder will be deemed to have waived all of its rights under this Clause 6.5 with respect to the sale of such Shares in relation to which the other Shareholders has elected not to sell. |
| (f) | Notwithstanding anything contained in this Clause 6.5, there shall be no liability on the part of the Tag-Along Seller to the other Shareholder if the sale of Shares pursuant to this this Clause 6.5 is not consummated for whatever reason other than a default on the part of the Tag-Along Seller. |
| 6.6 | The Parties agree to procure that the Directors shall approve for registration, but shall only approve for registration, any transfer of Shares in relation to which compliance has been made with Clause 6 and the relevant provisions of the Articles. |
| 6.7 | Each Party agrees that the transfer restrictions in this Agreement may not be avoided by the holding of Shares directly or indirectly through a person that can itself be sold in order to dispose of an interest in any Shares free of such restrictions. Any transfer of any Shares (or other interest thereof) resulting in any change in the control, directly or indirectly, of a Shareholder or of any other person having control, directly or indirectly, over that Shareholder shall be treated as being a transfer of the Shares held by that Shareholder, and the provisions of this Agreement that apply in respect of the transfer of Shares shall thereupon apply in respect of the Shares so held. |
| 7. | PRE-EMPTION RIGHT |
| 7.1 | The Company shall not issue and allot any Equity Securities including any Shares to any person except with the prior written consent of each Shareholder (which shall be granted in its sole discretion) and the unanimous approval of the Board. |
| 7.2 | Each Shareholder shall procure that the requirements of this Clause 7 are fully observed and shall, without limitation, procure that the Director nominated by it shall vote to cause the requirements of this Clause 7 to be fully observed. |
| 7.3 | Upon receipt of such consent to the issuing of new Equity Securities from each Shareholder, the Company shall give each Shareholder seven (7) calendar days’ prior written notice of the terms and conditions of such proposed new issue of Equity Securities and by written notice (each, a “Subscriber Notice”) to the Company within seven (7) calendar days of receipt, a Shareholder shall be entitled to subscribe for new Equity Securities (the “New Equity Securities”), the number of which shall be determined with reference to its Applicable Percentage of the Shares at the proposed issue price. The failure of a Shareholder to deliver a Subscriber Notice within seven (7) calendar days’ notice period shall constitute a waiver of its right to subscribe for the New Equity Securities. For the purpose of this Clause 7.3, “Applicable Percentage” shall mean the percentage determined by dividing (i) the number of Shares held by such Shareholder as at the Subscriber Notice by (ii) the total number of issued share capital of the Company. |
| 7.4 | Unless the Shareholders elect to subscribe for all of the New Equity Securities, the Company may issue all, but not less than all, of the remaining New Equity Securities at the price specified by the Company in its notice to the Shareholders, provided that such issue is made to one or more bona fide third-party purchasers and made within ten (10) calendar days after the date such notice was given. |
| 7.5 | The completion of any subscription by the Shareholders of the New Equity Securities under this Clause 7 shall be at such time and place and manner (including forms of payment) as the Company and those Shareholders subscribing for any New Equity Securities may agree upon. |
| 8. | EVENTS OF DEFAULT |
| 8.1 | An Event of Default occurs if: |
| (a) | a Shareholder commits a material breach of its obligations under this Agreement and, in the case of a breach capable of remedy fails to remedy the same within 30 calendar days of being specifically required in writing to do so by the other Shareholder; |
| (b) | any distress, execution, sequestration or other process is levied or enforced upon or against the property of a Shareholder and is not discharged within 30 calendar days; |
| (c) | a Shareholder is unable to pay its debts in the normal course of business; |
| (d) | a receiver or trustee is appointed over the whole or any part of the undertaking, property or assets of a Shareholder; |
| (e) | an order is made for the bankruptcy of a Shareholder; |
| (f) | an order is made or a resolution is passed for the winding up of a Shareholder, otherwise than for the purpose of a reconstruction or amalgamation without insolvency; or |
| (g) | any events occur which under the laws of any country has an analogous effect to any of the events referred to above. |
| 8.2 | If any Shareholder commits or suffers an Event of Default then the other Shareholder shall be entitled in its entire discretion to require the Defaulting Party to sell all of the Shares held or beneficially owned by the Defaulting Party by delivering written notice to the Defaulting Party stating that the option hereby conferred is exercised at any time within ten (10) calendar days of the date of the occurrence of such Event of Default. |
| 8.3 | If the option created by Clause 8.2 is exercised, the Defaulting Party shall deliver to the other Shareholder within ten (10) calendar days of the date of the notice exercising such option a duly executed transfer of all its Shares in favour of the other Shareholder (or as it may direct) upon full payment to it of a sum equal to the sale value (the “Sale Value”) for such Shares. |
| 8.4 | The Sale Value of the offered Shares shall be based on net asset value and the Shares so transferred shall be deemed to be sold by the transferor as beneficial owner with effect from the date of such transfer free from any lien, charge or Encumbrance with all rights attaching thereto. |
| 9. | CONFIDENTIALITY |
| 9.1 | Definition of Confidential Information. The term “Confidential Information” shall mean all proprietary, confidential, or non-public information of a disclosing Party in any respect or held by the disclosing Party under an obligation of confidentiality to a third party, which may be disclosed from one Party to the other Party during the negotiation or performance of this Agreement. Confidential Information shall include the terms of this Agreement as well as any proprietary or confidential information in relation to the Company. Information shall not be considered Confidential Information to the extent such information: |
| (a) | is known by the receiving Party at the time of its receipt from the disclosing Party not through a prior disclosure by the disclosing Party, as established by documentary evidence; |
| (b) | at the time of its receipt is, or thereafter becomes, generally available to and known by the public through no act or omission of the receiving Party; |
| (c) | is subsequently disclosed to the receiving Party by a third party who is lawfully permitted to do so and is not under an obligation of confidentiality to the disclosing Party; or |
| (d) | is developed by the receiving party independently of and without use of the Confidential Information received from the disclosing Party, as established by documentary evidence. |
| 9.2 | Non-Disclosure and Non-Use Obligations. A Party receiving Confidential Information of the other Party shall (a) maintain such Confidential Information in confidence to the same extent such Party maintains the confidentiality of its own Confidential Information, (b) not disclose such Confidential Information to any third party without the prior written consent of the disclosing Party, and (c) not use such Confidential Information for any purpose other than the exercise of a Party’s rights or performance of a Party’s obligations under this Agreement. The provisions in this Clause 9 shall remain in effect notwithstanding termination or expiry of this Agreement. |
| 9.3 | Permitted Disclosure of Confidential Information. The provisions of Clause 0 shall not prevent a Party from disclosing Confidential Information if such disclosure: |
| (a) | is made to a Party’s agents, legal or financial advisers, accountants or consultants who reasonably require such disclosure on a need-to-know basis and who are bound to it by obligations of confidentiality and non-use no less stringent than the obligations between the Parties hereunder; or |
| (b) | is required to be disclosed by law, subpoena, or court order, provided that to the extent permitted by the applicable law, notice is promptly delivered to the other Party in order to provide such Party a reasonable opportunity to challenge or limit the disclosure obligations, and that any such disclosure made by the disclosing Party is limited to the extent required by law or court order. |
| 10. | WARRANTIES AND DISCLAIMERS |
| 10.1 | Each Party represents and warrants to the other Parties that: |
| (a) | it has the full power to enter into and perform and fulfill its obligations and liabilities under this Agreement and to carry out the transactions contemplated hereby and the terms and conditions herein contained; |
| (b) | in the case of a corporate Party, it has taken all necessary corporate or other actions and consents to authorize the entering into and the execution, performance and fulfilment by it of this Agreement, and to carry out the transactions contemplated hereby and the terms and conditions herein contained; |
| (c) | in the case of a corporate Party, its representative whose signature is affixed to this Agreement has full capacity and authority to bind it to the terms hereof; and |
| (d) | this Agreement is and constitutes valid and binding obligations on it in accordance with its terms and conditions. |
| 10.2 | Except as expressly set forth in Clause 10.1 and to the maximum extent permitted by law, each Party expressly disclaims all representations and warranties, whether express, implied, statutory, or otherwise, in connection with this Agreement and the Company. |
| 11. | TERMINATION |
| 11.1 | The rights and obligations of the Parties under this Agreement shall remain in force unless terminated in one of the following ways: |
| (a) | the Company has been dissolved, liquidated and wound up; or |
| (b) | with respect to any Shareholder, such Shareholder ceases to be a registered holder of any Shares; or |
| (c) | the Parties have agreed in writing to terminate this Agreement. |
| 11.2 | All rights and obligations of the Parties shall cease to have effect forthwith upon termination under Clause 11.1, save that such termination shall be without prejudice to the accrued rights and liabilities of the Parties hereunder and without prejudice to the continued existence and validity of their respective rights and obligations under Clause 9 (Confidentiality) and any provisions of this Agreement necessary for the interpretation or enforcement thereof. |
| 12. | GOVERNING LAW AND JURISDICTION |
| 12.1 | The terms and conditions of this Agreement and the rights of the Parties hereunder shall be governed by, and construed in all respects in accordance with the laws of Hong Kong, without regard to the principles of conflicts of laws thereunder. |
| 12.2 | Dispute Resolution. |
| (a) | The Parties agree to negotiate in good faith to resolve any dispute between them arising out of or relating to this Agreement, including the validity, invalidity, breach or termination thereof (“Dispute”). |
| (b) | If the negotiations do not resolve the Dispute to the reasonable satisfaction of the Parties within thirty (30) calendar days after the commencement of the negotiation, such Dispute shall be referred to and finally settled by arbitration at Hong Kong International Arbitration Centre (the “HKIAC”). The arbitration shall be conducted in Hong Kong and shall be administered by the HKIAC in accordance with the HKIAC Administered Arbitration Rules in force at the time at the time a notice of arbitration is submitted in accordance such Rules. However, if such rules are in conflict with the provisions of this Clause 12.2, the provisions of this Clause 12.2 shall prevail. |
| (c) | The Dispute shall be referred to an arbitration tribunal consisting of three (3) arbitrators appointed in accordance with the HKIAC Administered Arbitration Rules. The seat of the arbitration shall be in Hong Kong. The language of the arbitration shall be English. The decision of the tribunal shall be final and binding on the Parties, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award. The costs and expenses of the arbitration, including the fees of the arbitral tribunal, shall be borne and paid by the Parties in such proportions as the arbitral tribunal shall determine. |
| (d) | Any Party to the Dispute shall be entitled to seek preliminary injunctive relief from any court of competent jurisdiction, if possible or if available. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication. |
| 13. | NOTICE |
| 13.1 | Any notice or demand to be given, made or served by any Party under this Agreement shall be in writing and may be (a) delivered to the relevant Party by hand or courier, (b) sent by prepaid, registered or certified mail to the address of that Party set out below, or (c) sent by email (or at such other address or to such other email as shall have previously been notified to the other Party for the purposes of this Clause 13.1): |
To the Company:
| Address | : | 19H, Maxgrand Plaza, No. 3 Tai Yau Street, San Po Kong, Kowloon, Hong Kong | |
| Attention | : | ZHU Wei | |
| E-mail: | : | info@tigercoin.com |
To the Shareholders:
ZHU Wei
| Address | : | Collective No. 20, Zhichun Road, Haidian District, Beijing City, China | |
| : | info@tigercoin.com |
SOLOWIN HOLDINGS
| Address | : | 8505B-8506A, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong | |
| Attention | : | Ling Ngai Lok | |
| : | peter@spw.com.hk |
| 13.2 | Any notice or demand so given, made or served shall be deemed to have been duly given, made or served as follows: |
| (a) | in the case of delivery by hand or courier, when delivered; or |
| (b) | if sent by prepaid, registered or certified mail, five (5) days after such mail having been sent; or |
| (c) | if sent as an email, at the time that the email is received and accepted by the recipient’s server, |
provided that in each case where delivery by hand or courier or by email occurs after 5 pm on a Business Day or on a day that is not a Business Day, service shall be deemed to occur at 9 am on the next following Business Day.
| 14. | MISCELLANEOUS |
| 14.1 | Further assurance. The Parties shall do and execute or procure to be done and executed all such further acts, deeds, documents and things as may be necessary to give full effect to the terms and purpose of this Agreement. |
| 14.2 | Successors and Assignment. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties whose rights or obligations hereunder are affected by such terms and conditions. This Agreement, and the rights and obligations of any Shareholder hereunder, shall not be assigned by such Shareholder without the written consent of all the other Parties; provided that (a) Solowin may without consent of the other Parties assign its rights and obligations to an affiliate of it or (b) each Shareholder may without the consent of the other Parties assign its rights and obligations to any third party purchaser in connection with the transfer of Shares held by such Shareholder to such third party purchaser so long as such transfer is made in accordance with this Agreement. |
| 14.3 | Entire Agreement and Amendments. This Agreement (together with any documents referred to herein) constitutes the whole agreement between the Parties and supersedes any agreement (whether oral or written) between any of the Parties in respect of the same subject matter and no variations hereof shall be effective unless in writing and signed by all Parties. Any amendment, waiver or variation to any clause does not constitute a new contract between the Parties. |
| 14.4 | Waiver. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument (which for this purpose does not include email) signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof. The rights and remedies herein provided shall be cumulative and not exclusive of any rights, powers or remedies provided at law or in equity. |
| 14.5 | Severability. If any provision contained in this Agreement shall for any reason be determined to be partially or wholly invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be of no force and effect to the extent so determined, but the invalidity, illegality or unenforceability of such provision shall have no effect upon and shall not impair the validity, legality or enforceability of any other provision of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the parties. In such event, the Parties shall use their best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement that most nearly effects the parties’ intent in entering into this Agreement. |
| 14.6 | No Partnership. Nothing contained or implied in this Agreement shall constitute or be deemed to constitute a partnership or agency relationship between the Shareholders and none of the Shareholders shall have any authority to bind or commit the other Shareholder. |
| 14.7 | Conflict with Articles. If the provisions of this Agreement conflict with the Articles, the provisions of this Agreement shall prevail as among the Shareholders. The Parties shall procure that all necessary amendments to the Articles be made in line with and reflecting the provisions of this Agreement. |
| 14.8 | Counterparts. This Agreement may be entered into in any number of counterparts and each of which when executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument. |
| 14.9 | Costs and Expenses. Each Party shall be responsible for its legal and other expenses incurred in the negotiation, preparation and completion of this Agreement and any of the other documents. |
| 14.10 | Third Party Rights. No person other than the parties to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce or enjoy the benefit of any of the provisions of this Agreement. |
[Remainder of this page intentionally left blank.]
[Signature page and Schedules to follow.]
IN WITNESS whereof this Agreement has been executed on the day and year first above written.
The Company
| SIGNED BY | ) | |
| for and on behalf of | ) | |
| Tiger Coin (Hong Kong) Limited | ) | Name: ZHU Wei |
| ) | Title: Director | |
| ) |
Signature Page to Shareholders Agreement
IN WITNESS whereof this Agreement has been executed on the day and year first above written.
Founder
| SIGNED BY | ) | |
| ZHU Wei | ) | |
| ) |
Signature Page to Shareholders Agreement
IN WITNESS whereof this Agreement has been executed on the day and year first above written.
Solowin
| SIGNED BY | ) | |
| for and on behalf of | ) | |
| SOLOWIN HOLDINGS | ) | Name: Ling Ngai Lok |
| ) | Title: Chief Executive Officer | |
| ) |
Signature Page to Shareholders Agreement
SCHEDULE 1
ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY
| Name of Shareholder | Type of Shares |
Number of Shares |
Shareholding (as-converted and fully-diluted basis) |
|||||||
| ZHU Wei | Ordinary shares | 5,200 | 52.0 | % | ||||||
| SOLOWIN HOLDINGS | Ordinary shares | 4,800 | 48.0 | % | ||||||
| Total: | 10,000 | 100.0 | % | |||||||
Schedule
SCHEDULE 2
BOARD’S POWERS AND AUTHORITIES
| (a) | Open, maintain and close bank accounts for the Company in Hong Kong or elsewhere and to draw cheques and other orders for the payment of monies; |
| (b) | Enter into, make and perform such contracts, deeds, agreements and other undertakings and to do all such other acts as it may deem necessary and advisable for or as may be incidental to the conduct of the Business; |
| (c) | Distributions of profits of the Company to the Shareholders; |
| (d) | Engage employees, agents, lawyers, accountants, brokers, investment and financial advisers and consultants as it may deem necessary or advisable in relation to the affairs of the Company; |
| (e) | Register and publish all such notices, statements or other instruments as may be required pursuant to the Ordinance in relation to any changes occurring in relation to the Company as specified in the Ordinance; |
| (f) | Obtain insurance cover for the Company’s directors and officers and for the Company itself in respect of any liabilities of such persons arising out of the Company’s activities as well as any contingent liabilities of the Company; |
| (g) | Prepare tax returns for the Company and provide such assistance other than that which involves the giving of advice or opinions (such assistance to be provided on the basis that Solowin shall pay such direct and indirect fees, costs and expenses reasonably and properly incurred in relation thereto by the Board, the Company or any of its delegates) as may reasonably be requested by Solowin generally in relation to its tax affairs in so far as they relate to the Company, and, in particular, to enable Solowin to make any claim, disclaimer, surrender, election or consent and to prepare tax returns in respect of their profits from the Company; and |
| (h) | Generally do all other things on behalf of the Company as may in the Board’s opinion be reasonably required in connection with or ancillary to the purposes, objectives and business of the Company as described herein. |
Schedule
SCHEDULE 3
RESERVED MATTERS
| (a) | Amend the Articles; |
| (b) | Change the name of the Company; |
| (c) | Make any material change to the nature and scope of the Business; |
| (d) | Issue, or grant any option to acquire, any Equity Securities of the Company; |
| (e) | Change the auditors of the Company; |
| (f) | Increase or decrease the size of the Board; |
| (g) | Issue or agree to issue or grant any option over or right to acquire any additional Shares or purchase or redeem any Shares; |
| (h) | Vary any rights attaching to any Shares of the Company; |
| (i) | Change the issued share capital of the Company; |
| (j) | Approve or amend the terms of any bank mandate of the Company; |
| (k) | Commence or defend any litigation or arbitration relating to the Company or to any of the Company Assets on behalf of the Company; |
| (l) | Merge or amalgamate with or into any third party; |
| (m) | Mortgage or charge of any of the assets of the Company or the provision of any guarantees by the Company in excess of guidelines from time to time laid down by the Shareholders or by the Board; |
| (n) | Borrow any money or incur any debt or the making of any loan or advance to security to or for the benefit of any person or entity in excess of guidelines from time to time laid down by the Shareholders or by the Board; |
| (o) | Enter into any form of alliance partnership, profit sharing agreement, joint venture with or investment in any other company that competes against each of the Parties; and |
| (p) | Pass any resolution or do or permit any act or thing the result of which would be the winding up (whether voluntarily or compulsorily), liquidation or receivership, striking off, deregistration of the Company, appointment of an administrator or receivership of the Company, or making any composition or arrangement with creditors of the Company. |
Schedule
SCHEDULE 4
FORM OF DEED OF ADHERENCE
THIS DEED OF ADHERENCE is made on [*]
BETWEEN
| 1. |
NAME OF TRANSFEREE INDIVIDUAL], holder of Hong Kong Identity Card No.[*] of [Address] (the “New Shareholder”); OR
[NAME OF TRANSFEREE COMPANY (if any)], a company incorporated and existing under the laws of [JURISDICTION], whose registered office is situated at [Registered Address] (Company No. [*])(the “New Shareholder”); and |
| 2. | Tiger Coin (Hong Kong) Limited, a company incorporated and existing under the laws of Hong Kong and having its registered office at 19H, Maxgrand Plaza, No. 3 Tai Yau Street, San Po Kong, Kowloon, Hong Kong (Business Registration No. 64373104) (the “Company”); |
WHEREAS this deed is supplemental to a shareholders agreement in relation to the Company dated 16 June 2025 made by and among the Company, ZHU Wei and SOLOWIN HOLDINGS (“Shareholders Agreement”).
NOW THIS DEED WITNESSETH as follows:
| 1. | Words and expressions defined in the Shareholders Agreement shall have the same meanings when used herein. |
| 2. | The New Shareholder hereby confirms that it has been supplied with a copy of the Shareholders Agreement and hereby covenants with the Company to observe perform and be bound by all the terms of the Shareholders Agreement which are capable of applying to the New Shareholder and which have not been performed at the date hereof to the intent and effect that the New Shareholder shall be deemed with effect from the date on which the New Shareholder is registered as a Shareholder of the Company to be party to the Shareholders Agreement. |
| 3. | This Deed shall be governed by and construed in accordance with the laws of Hong Kong. |
Schedule
IN WITNESS whereof the Parties have duly executed and delivered this Deed the day and year first above written.
| New Shareholder | ||
| EXECUTED AS A DEED by | ) | |
| [NAME OF TRANSFEREE INDIVIDUAL] | ) | |
| OR | ||
| EXECUTED AS A DEED by | ) | |
| [authorised person’s name] | ) | [Director] |
| for and on behalf of | ) | |
| [NAME OF TRANSFEREE COMPANY] | ) | |
| in the presence of: | ||
| Witness | ||
| Witness Name | ||
| The Company | ||
| EXECUTED AS A DEED by | ) | |
| [authorised person’s name] | ) | [Director] |
| for and on behalf of | ) | |
| Tiger Coin (Hong Kong) Limited | ) | |
| in the presence of: | ||
| Witness | ||
| Witness Name |
Schedule 4 to Shareholders Agreemen