Full Press Release Details
SHARE SUBSCRIPTION AGREEMENT
THIS AGREEMENT is made on November
1, 2024, between the following parties:
The Subscriber and the Company
are collectively referred to as the "Parties" and each a "Party."
1.1 Subject to the terms
and conditions of this Agreement, the Company shall issue to the Subscriber and the Subscriber shall subscribe from the Company, all of
the title and interest in and to 10,200,000 class B ordinary shares of par value of US$0.00833335 each in the share capital of the Company
(the "Subscription Shares"), together with all rights, dividends, entitlements and benefits now and hereafter attaching
thereto, with the consideration as set forth in Clause 3.
1.2 The Company shall instruct
Vstock Transfer, the transfer agent of Subscription Shares, to park the Subscription Shares in Vstock Transfer under the name of the Subscriber.
Vstock Transfer shall forward an official document that certifies the number of Subscription Shares and the pertinent amount of consideration
parked under the Subscriber.
2.1 Payment of the consideration
for the Subscription Shares by the Subscriber shall be conditional upon the completion of the issuance and allotment of the Subscription
Shares to the Subscriber in accordance with Clause 1 ("Condition Precedent").
3.1 The Parties agree that
the total consideration of the Subscription Shares shall be US$0.05 per Subscription Share and US$510,000 in total payable by the Subscriber
to a bank account designated by the Company. Any bank charges and currency conversion charges for transferring the fund shall be borne
and paid by the Subscriber. The consideration for the Subscription Shares shall be paid within 20 business days upon the satisfaction
of the Condition Precedent.
3.2 Any taxation and governmental
charges in connection with the issuance and allotments of the Subscription Shares and arising from the execution or performance of this
Agreement shall be borne by the Subscriber.
As of the date of this Agreement,
the Subscriber makes the following representations, warranties and covenants to the Company:
4.1 It is incorporated and
validly existing under the applicable law and has the right to execute this Agreement.
4.2 It warrants that it will
actively work with the Company to complete all necessary formalities in relation to the issuance and allotment of the Subscription Shares
pursuant to the applicable laws and regulations so as to ensure that the Subscriber legally own the Subscription Shares.
4.3 The signatory whose name
appears under its name on the execution page of this Agreement is a duly authorized signatory of itself.
As of the date of this Agreement,
the Company makes the following representations, warranties and covenants to the Subscriber:
5.1 It is incorporated and
validly existing under the applicable law and has the right to own its property, to issue shares and to carry on the business as currently
conducted and to execute this Agreement.
5.2 It has the legal right
and full power and authority to enter into and perform this Agreement or any other documents in connection with this Agreement, which,
when executed, will constitute valid and binding obligations on itself in accordance with their respective terms.
5.3 The signatory whose name
appears under its name on the execution page of this Agreement is a duly authorized signatory of itself.
5.4 The execution of, and
the performance by it of its obligations under, this Agreement and any other documents in connection with this Agreement will not:
in a breach of any provision of its articles of association or any other constitutional document; and
5.4.2 result in a breach of any agreement, licence or other instrument, or result in a breach of any order, judgment or decree of any
court, governmental agency or regulatory body to which it is a party or by which it or any of its assets is bound.
This Agreement constitutes
the entire understanding and agreement of the Parties relating to the subject matter of this Agreement, and supersedes all previous oral
and written representations, exchanges, understandings and agreements made or reached by and between the Parties up to and including the
date of this Agreement. The Parties acknowledge and agree that, in entering into this Agreement, no Party has relied on any representation,
warranty or undertaking which is not included in this Agreement.
If any provision of this Agreement
shall be illegal, or for any other reason unenforceable, such provision shall be deemed to be independent from the other provisions of
this Agreement and shall not affect the effect or enforceability of such other provisions, which shall continue to be effective and enforceable
in accordance with their terms.
No Party shall be entitled
to assign the benefit of any provision of this Agreement without the prior written approval of the other Party and compliance with the
Unless otherwise provided in
this Agreement or agreed in writing by the Parties to this Agreement, each Party shall bear its own costs incurred by it in relation to
the execution and implementation of this Agreement (including without limitation legal fees).
All notices shall be delivered
either by hand, registered airmail or email to the following addresses (as the case may be):
Subscriber: Ahanzhai Development
OMC Charters, Wickham Cay
British Virgin Islands
Email: xinzc@163.com
Company: BGM Group Ltd
No. 152 Hongliang East lst
Street, Tianfu New District,
Email: info@qiliancorp.com
Notices shall be deemed to
have been delivered at the following times:
either Party terminates this Agreement without obtaining the consent of the other Party after the execution of this Agreement, such
Party shall compensate the other Party for all direct and/or indirect losses incurred as a result thereof.
11.2 The liability for
breach of this Agreement assumed by either Party shall not be discharged as a result of the termination/dissolution of this
Agreement and/or the completion of the equity interest transfer formalities.
shall be construed in accordance with and be governed by the laws of Hong Kong.
dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof shall
be settled by arbitration in the Hong Kong International Arbitration Centre under the UNCITRAL Arbitration Rules in accordance with
the Hong Kong International Arbitration Centre Procedures for the Administration of International Arbitration in force at the date
of this Agreement. The arbitration shall be conducted in Chinese.
award of the arbitral tribunal shall be final and binding upon the parties to the arbitration, and the prevailing party may apply to
a court of competent jurisdiction for enforcement of such award.
This Agreement may be entered
into in any number of counterparts, all of which taken together shall constitute one and the same original instrument. Any Party may enter
into this Agreement by executing any such counterpart.
(The remainder of this page
is intentionally left blank)
IN WITNESS whereof the Parties
have executed this Agreement on the day and year first above written.
| Subscriber: | Ahanzhai Development Co., Ltd | |
| By: | /s/ Zhanchang Xin | |
| Name: Zhanchang Xin | ||
| Title: Director |
IN WITNESS whereof the Parties
have executed this Agreement on the day and year first above written.
| COMPANY: | BGM Group Ltd | |
| By: | /s/ Zhanchang Xin | |
| Name: Zhanchang Xin | ||
| Title: Director |