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EX-10.22 23 ex10-22.htm Phaos Technology (Cayman) Holdings Ltd - Share Swap Agreement between Phaos Technology Holdings (BVI) Limited and Phaos Technology Holdings (Cayman) Limited

 

Exhibit 10.22

 

DATED ___29th November____________2024

 

BETWEEN

 

The parties whose details are set out in Schedule 1 and Schedule 2

(each a Vendor, collectively the Vendors)

 

AND

 

Phaos Technology Holdings (Cayman) Limited (Company No. 407937)

(Purchaser)

 

 

 

SHARE SALE AND PURCHASE AGREEMENT

IN RESPECT OF

Phaos Technology Holdings (BVI) Limited

 

 

 

 
 

 

This Share Sale and Purchase Agreement (“Agreement”) is made on __29th November__________________________2024.

 

BETWEEN

 

(1)The parties whose details are set out in Schedule 1 ("Schedule 1") and Schedule 2 attached hereto, being all of the shareholders of Phaos Technology Holdings (BVI) Limited (Company No. 2143510), a company incorporated under the laws of the British Virgin Islands and having its registered office at Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands (each a “Vendor”, collectively the "Vendors");

 

AND

 

(2)Phaos Technology Holdings (Cayman) Limited (Company No. 407937), a company incorporated under the laws of the Cayman Islands and having its registered office at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (“Purchaser”);

 

(The Vendors and the Purchaser are collectively referred to as the “Parties” and where the context permits or requires, “Party” shall mean any one of them.)

 

RECITALS:

 

A.The Vendors and each of them are desirous of selling the Sale Shares (as defined in Clause 1.1) to the Purchaser and the Purchaser is desirous of purchasing and accepting the transfer of the Sale Shares in the manner as set out in Schedule 1 and on the terms and subject to the conditions of this Agreement.

 

IT IS AGREED as follows:

 

1.DEFINITIONS AND INTERPRETATION

 

1.1Definitions

 

In this Agreement (including the Recitals and Schedules), unless the context otherwise requires, the following expressions shall have the respective meanings assigned to them below:

 

“Business Day” : means a day in which banks are open for business in British Virgin Islands and excludes a Saturday, Sunday or public holiday;
     
“Company” : means Phaos Technology Holdings (BVI) Limited (Company No. 2143510), a company incorporated in British Virgin Islands ;
     
 “Company Board” : means the board of directors of the Company;
     
“Completion” : means the completion of the transfer of the Sale Shares in accordance with this Agreement;
     
“Completion Date” : means the date on which Completion takes place under Clause 5;
     
“Consideration Shares” :  means an aggregate of 10,473,625 Class A ordinary shares of US$0.0001 each and 15,125,250 Class B ordinary shares of US$0.0001 each in the Purchaser to be allotted and issued by the Purchaser to the Vendors in the manner as set out in Schedule 1, credited as fully paid, for the purposes of Completion
     
“Encumbrance(s)” : means any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention, preferential right or trust arrangement or other security arrangement or agreement conferring a right to a priority of payment and “Encumber” shall be construed accordingly;
     
“Purchase Consideration” : has the meaning specified in Clause 3.1;
     
“Sale Shares” : :means the 25,598,875 ordinary shares representing the entire issued shares in the Company to be purchased by the Purchaser from the Vendors in the manner as set out in Schedule 1 and “Sale Share” means any one of them; and
     
“Warranties” : means all statements of fact herein and the representations and warranties set out in Schedule 1 given by the Vendor in this Agreement; and

 

 
 

 

1.2Interpretation

 

1.2.1In this Agreement, unless there is something in the context inconsistent with such construction or unless it is expressly provided otherwise:

 

(a)a person includes an individual, firm, partnership, joint venture, unincorporated association, corporation or other body corporate;

 

(b)a person includes the legal personal representatives, successors and permitted assigns of that person;

 

(c)a statute includes rules, regulations and any other subordinate legislation under it and consolidations, amendments, re-enactments or replacements of any of them;

 

(d)this Agreement and any other document or instrument referred to in this Agreement includes this Agreement and any such other document or instrument as amended, supplemented, modified or novated from time to time;

 

(e)a “Recital”, “Clause”, “Schedule”, “Appendix” or “Annexure” is a reference to a recital and clause of, and schedule, appendix or annexure to, this Agreement, all of which form an integral part of this Agreement;

 

(f)a “Paragraph” is a reference to a paragraph of the Clause or Schedule in which such reference appears;

 

(g)writing includes all modes of representing or reproducing words in a legible, permanent and visible form;

 

(h)the singular includes the plural and vice versa;

 

(i)a gender includes all genders; and

 

(j)a date or time of day is a reference to British Virgin Islands date or time.

 

1.2.2Headings and sub-headings are inserted for ease of reference only and do not affect the interpretation of this Agreement.

 

1.2.3Anything or obligation to be done under this Agreement which requires or falls to be done on a stipulated day, shall be done on the next succeeding Business Day, if the day upon which that thing or obligation is required or falls to be done falls on a day which is not a Business Day.

 

1.2.4Any information, fact or matter which is capable of influencing the decision of subscriber of shares or which is necessary for a subscriber to know to enable it to come to a considered judgment is to be regarded as material and unless otherwise provided, the materiality of any inaccuracy, discrepancy, commission or omission, alteration and liability in respect of any relevant subject matter will be construed accordingly.

 

 
 

 

1.2.5No rule of construction applies to the disadvantage of a Party because the Party is responsible for the preparation of this Agreement or any part of it.

 

2.SALE AND PURCHASE OF SALE SHARES

 

2.1Sale and Purchase

 

Subject to the terms and conditions of this Agreement:

 

2.1.1The Vendors and each of them shall sell and procure transfer to the Purchaser the Sale Shares free from all Encumbrances and together with all rights and benefits attaching thereto in the manner as set out in Schedule 1; and

 

2.1.2the Purchaser shall purchase and accept the transfer of the Sale Shares from the each of the Vendors free from all Encumbrances and together with all rights and benefits attaching thereto in the manner as set out in Schedule 1.

 

2.2Purchase of all Sale Shares

 

The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares are completed simultaneously.

 

3.CONSIDERATION

 

3.1Purchase Consideration

 

The consideration for the sale, purchase and transfer of the Sale Shares ("Purchase Consideration") is arrived at on a willing buyer–willing seller basis.

 

3.2Settlement of Purchase Consideration

 

The Purchase Consideration shall be satisfied or settled in the manner provided in Clause 5.2 on the Completion Date.

 

4.THE VENDORS' OBLIGATION PENDING COMPLETION

 

4.1No other dealing with Sale Shares

 

None of the Vendors shall, after the execution of this Agreement, enter into any agreement, transaction or arrangement whatsoever (whether conditional or otherwise) to sell, dispose of, transfer, assign, convey or Encumber its entire portion of Sale Shares or any part thereof to any other party whomsoever unless otherwise provided in this Agreement.

 

 
 

 

5. COMPLETION

 

5.1Completion shall take place at the execution of this Agreement or such other date agreed in writing between the Parties.

 

5.2On the Completion Date, the following shall take place concurrently:

 

5.2.1the Purchaser shall:

 

(a)allot and issue the Consideration Shares to the Vendors in the manner as set out in Schedule 1 credited as fully paid; and

 

(b)deliver or procure to be delivered to each Vendor, copies of the Purchaser’s duly completed and signed counterpart of the share transfer form (in such prescribed forms under the applicable laws and/or the constitutional documents of the Company) in respect of the Sale Shares; and

 

(c)deliver or procure to be delivered to each Vendor a copy of the written resolutions of the Purchaser’s board of directors, approving the allotments and issuance of the Consideration Shares to the Vendors in the manner as set out in Schedule 1; and

 

(d)deliver or procure to be delivered to each Vendor a copy of the updated register of members of the Purchaser reflecting the allotments and issuance of the Consideration Shares to the Vendors in the manner as set out in Schedule 1;

 

5.2.2each Vendor or any director of the Company (as the case may be) shall deliver or procure to be delivered to the Purchaser:

 

(a)copies of the duly completed and signed counterpart of the share transfer form (in such prescribed forms under the applicable laws and/or the constitutional documents of the Company) in favour of the Purchaser by each Vendor, in respect of the Sale Shares, together with the duly sealed original share certificates;

 

(b)a copy or extract of the meeting minutes or written resolutions of the Company's board of directors approving:

 

(i)the transfer of the Sale Shares to the Purchaser;

 

(ii)the cancellation of any and all of the share certificate(s) issued in the name of the Vendors in respect of the Sale Shares;

 

(iii)the execution and issuance of a new share certificate issued in the name of the Purchaser in respect of the Sale Shares;

 

(iv)the registered agent of the Company to update the register of members; and

 

(v)the making of such other entries into such other corporate records of the Company as may be necessary;

 

(c)such other papers and documents as the Purchaser may require.

 

5.2.3upon fulfilment of the obligations of the Purchaser and Vendors in Clauses 5.2.1 and 5.2.2 of this Agreement, the Vendors or any director of the Company shall direct the register agent to update the register of members of the Company to reflect the Purchaser as the holder of the Sale Shares whereupon the legal and beneficial ownership of the Sale Shares shall be transferred to the Purchaser.
5.2.4The Consideration Shares shall, upon allotment and issuance, rank pari passu in all respects with the then existing issued shares in the Purchaser.

 

 
 

 

6.WARRANTIES / INDEMNITIES

 

Except as expressly provided in the Warranties to the contrary, each of the Vendors, jointly and severally, give the Warranties in favour of the Purchaser as at the date of this Agreement and as at the Completion Date. Each of the Vendors hereby, jointly and severally warrants to the Purchaser that the information and statements set out in the Warranties are true, accurate and correct in all respects at the date of this Agreement and will continue to be so up to and including Completion. To this effect, the Warranties shall be deemed to be repeated during this period as if they had been entered into afresh during the said period in relation to the facts and circumstances then existing.

 

7.TERMINATION

 

If any Party breaches any of the provisions of this Agreement which (if capable of remedy) is not remedied within fourteen (14) days after being given notice by the aggrieved Party to rectify such breach, the aggrieved Party shall, if the aggrieved Party is not otherwise in breach or default of this Agreement, be entitled to all rights and remedies available at law or in equity.

 

8.GENERAL

 

8.1Notices

 

8.1.1Any notices, demands or other communications required or permitted, under this Agreement shall be in writing and delivered personally or by way of electronic mail or sent by prepaid registered post to the address of the relevant Party set out in Clause 8.1.2 or to such other addresses as a Party may from time to time duly notify the other in writing.

 

8.1.2The addresses of the Parties for the purpose of this Agreement are specified below:

 

The Vendors - Phaos Technology Holdings (BVI) Limited

 

Attention :The Board of Directors
Address :Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands
Email address :ir@phaostech.com

 

The Purchaser - Phaos Technology Holdings (Cayman) Limited

 

Attention :The Board of Directors
Address :89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands
Email address :ir@phaostech.com

 

8.1.3A notice shall be effective upon receipt and shall be deemed to have been received:

 

(a)if delivered by hand, at the time of delivery;

 

(b)if sent by email, when the email is sent; and

 

(c)if delivered by pre-paid registered post, seven (7) days after posting.

 

 
 

 

8.2Time

 

Time is of the essence as regards to all dates, periods of time and times specified in this Agreement.

 

8.3Law and Jurisdiction

 

8.3.1The construction, validity and performance of this Agreement and all non-contractual obligations (if any) arising from or connected with this Agreement shall be governed by the laws of British Virgin Islands.

 

8.3.2The Parties to this Agreement irrevocably submit to the exclusive jurisdiction of the courts of British Virgin Islands.

 

8.4Enforceability

 

8.4.1If one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law or decision, the validity, legality or enforceability of the remaining provisions contained herein shall not be affected or impaired in any way.

 

8.4.2Each Party shall, in any such event, execute such additional documents as any other Party may reasonably request in order to give valid, legal and enforceable effect to any provision which is determined to be invalid, illegal or unenforceable.

 

8.4.3If any provision shall be void, illegal or unenforceable but would be valid and enforceable if read down, then that provision shall be read down to the extent necessary to render the provision valid and enforceable.

 

8.5Waivers

 

8.5.1Waiver of any breach of this Agreement or of any right, power, authority, discretion or remedy arising upon a breach of or default under this Agreement, must be in writing and signed by or on behalf of the party granting the waiver.

 

8.5.2A breach of or default under this Agreement is not waived by any failure or delay by any Party in exercising or partial exercise of any right, power, authority, discretion or remedy under this Agreement.

 

8.5.3A right, power, authority, discretion or remedy created or arising upon a breach or default under this Agreement shall not be waived by any failure or delay in the exercise, or a partial exercise, of that or any other right, power, authority, discretion or remedy under this Agreement.

 

8.6Amendment/Variation

 

Any amendment and/or variation of any term of this Agreement must be in writing and signed by all Parties.

 

 
 

 

8.7Cost and Expenses

 

8.7.1Each Party shall bear its/his own legal, professional and other costs and expenses incurred by it/him in connection with the negotiation, preparation or completion of this Agreement.

 

8.7.2The Purchaser shall bear all stamp duty payable in connection with the purchase of the Sale Shares.

 

8.8Successors-in-title and Assignees

 

8.8.1No Party may without the prior written consent of the others, assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any party of this Agreement.

 

8.8.2This Agreement is binding on the Parties and their respective successors-in-title and permitted assigns, as the case may be. Any reference in this Agreement to any of the Parties shall be construed accordingly.

 

8.9Further Assurance

 

Each of the Parties agrees at its own cost to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as the other party may reasonably require, whether on or after the date of this Agreement, to implement and/or give effect to this Agreement and the transaction contemplated by this Agreement.

 

8.10Counterparts

 

This Agreement may be executed in any number of counterparts, all of which taken together constitute one instrument. This Agreement shall not be effective until each Party has executed at least one counterpart. Signatures may be exchanged by e-mail, with original signatures to be followed. Each Party agrees to be bound by its own electronic signature and that it accepts the electronic signature of any other Party.

 

8.11Entire Agreement

 

This Agreement constitutes the whole agreement between the Parties. This Agreement supersedes and extinguishes any previous agreements between the Parties, whether orally or in writing, in respect of the transaction contemplated by this Agreement which shall cease to have any further force or effect.

 

[The remainder of this page is intentionally left blank.]

 

 
 

 

Schedule 1 Representations and Warranties

 

1.Warranties

 

1.1General information in respect of the Company

 

1.1.1The Company is incorporated in the British Virgin Islands and is duly registered and validly existing under the laws of British Virgin Islands.

 

1.1.2The Company is a private company limited by shares and incorporated under the laws of British Virgin Islands.

 

1.2Sale Shares

 

1.2.1The Sale Shares shall comprise 100% of the entire issued share capital of the Company at the Completion Date.

 

1.2.2There are no subsisting agreements or arrangements to create any Encumbrance on or over any of the Sale Shares, whether at this time or in the future, nor are the Sale Shares the subject of any subsisting rights to acquire or options.

 

1.2.3The Sale Shares at the Completion Date will be fully paid and no moneys will be owing in respect of them.

 

1.2.4All of the Vendors and each of them will on Completion Date be entitled to transfer or procure the transfer of the full legal ownership of the Sale Shares of which it is the legal holder to the Purchaser together with all rights and benefits attaching thereto without the consent of any other person and free of any pre-emptive rights, rights of first refusal or other Encumbrances.

 

1.2.5The Sale Shares are genuine and are not subject to any competing interest or claims by any other person.

 

1.2.6On the Completion Date, the Purchaser shall be able to register the Sale Shares in the name of the Purchaser subject only to the payment of the relevant stamp duties and registration fees, if any.

 

1.2.7On the Completion Date, the Sale Shares are not subject to any approval or consent of the financiers/creditors of the Company for, inter alia, the sale and transfer of the Sale Shares in favour of the Purchaser, upon the terms and subject to the conditions of this Agreement.

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
     
FOR AND ON BEHALF OF )  
SINGLIGHT TECHNOLOGY HOLDINGS PTE. LTD. ) Hong Ming Hui
(Company No. 201914175W) )  
in the presence of: )  
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
     
FOR AND ON BEHALF OF )
TONGHUAI SG ENTERPRISE PTE. LTD. )
(Company No. 2018244792) )  
in the presence of: )  
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
     
FOR AND ON BEHALF OF )  
SG AB VENTURE PTE. LTD. )
(Company No. 201835425G) )  
in the presence of: )  
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
     
FOR AND ON BEHALF OF )
TONGHUAI SG ENTERPRISE PTE. LTD. )
(Company No. 202013693K) )  
in the presence of: )  
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
BEH HOOK SENG )  
)
in the presence of: )
 
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
TAY BENG BOON ) Tay Beng Boon
)
in the presence of: )
 
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
GAN HONG LOON ) Gab Hong loon
)
in the presence of: )
 
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
LIEWAH CHOY ) liew ah Choy
)
in the presence of: )
 
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
     
FOR AND ON BEHALF OF )
OPTOSIGMA SOUTHEAST ASIA PTE. LTD. )
(Company No. 201904423W) )
in the presence of: )  
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
SHIM SHOON CHONG )  
  )
in the presence of: )  
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
JASON NG TECK YEE ) Jason Ng Teck Yee
  )
in the presence of: )  
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
KOH XIAN WEI )
  )
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
WONG SWEE LEE )
  )
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by Yosuke Kondo )  
                     (Company Representative )  
for and on behalf of    
SIGMAKOKI CO., LTD. )
(Company No. T19UF0050K) )
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
ICHAM MASTER FUND VCC )
(Company No. T20VC0034C) )
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
CLARITY PARTNERS MULTl STRATEGY VCC )
(Company No. T21VC0128L) )
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
TAM NAI HIM LESLIE )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
TAN, YUJIE )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
WU BO )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
LIM SWEE GEK )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
WONG KEONG WING )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
TAN CHEE WEE TERENCE ) Tan Chee Wee Terence
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
CHUA JUN HAO, DAVID )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
SAM PENG PUING ) SAM PENG PUING
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
SHI JING JUN ) Shing Jing Jun
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
LIU WEIXIAN ) Liu Weixian
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
CHANG XIANG WEN, TERENCE )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
CHUA YEOW FONG, KELVIN )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
CAO YANG )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
CHEN, HONG )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
WANG XIAOYAN ) WANG XIAOYAN
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
PANG TECK WAI ) Pang Teck Wai
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
Zhai yuan )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
WU SHITING )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
     
for and on behalf of )
HARVEST AHEAD LIMITED )  
(Company No. 1880157) )
in the presence of: )  
     
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
     
for and on behalf of )
ICAPITAL HOLDINGS (SG) PTE. LTD. )
(Company No. 202112810M) )
in the presence of: )  
     
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

Vendor    
     
SIGNED by )  
     
for and on behalf of )
GATE CITY INVESTMENTS LIMITED )
(Company No. 1954417) )
in the presence of: )  
     
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
TAN CHIEW HIAH )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
CHUA KHENG CHOON )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
WONG WAI WAH )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
KOH HAN ENG )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
LEE WEE CHUAN )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
GOH JUN QI )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
LEE PEI FANG )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
ASTHINA TAN LAI HEOK )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
HO KA WING )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
YANG ZHUOJUN )
)
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

 

IN WITNESS WHEREOF the Parties have hereunto caused this Agreement to be duly executed as at the day and year first above written.

 

Vendor    
     
SIGNED by )  
Hook Seng beh )

for and on behalf of

 )  
Phaos Technology Holding (Cayman) Limited )
(Company No . 407937)    
in the presence of: )
   
   
Witness's signature    
Name: Melissa Khoo    

 

 
 

 

Schedule 1

 

Name of Vendors   No. of Sale Shares Held Class of Sale Shares   No. of Consideration Shares Received  

Total No. of Class B Ordinary Shares held

in the Purchaser

SINGLIGHT TECHNOLOGY

HOLDINGS PTE. LTD.

   3,850,250

 

 

 

 

 

Ordinary Shares

   3,850,250   3,850,250

TONGHUAI SG

ENTERPRISE PTE. LTD.

   4,759,750   4,759,750   4,759,750

SG AB VENTURE PTE.

LTD.

   807,125   807,125   807,125

TONGHUAI SG2

ENTERPRISE PTE. LTD.

   1,888,875   1,888,875   1,888,875
BEH HOOK SENG   2,644,000   2,644,000   2,644,000
TAY BENG BOON   587,625   587,625   587,625
GAN HONG LOON   587,625   587,625   587,625
Ordinary Shares Total   15,125,250 -   15,125,250   15,125,250
Name of Vendors   No. of Sale Shares Held Class of Sale Shares   No. of Consideration Shares Received  

Total No. of Class A

Ordinary Shares held in the Purchaser

LIEW AH CHOY   1,088,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary Shares

   1,088,250   1,088,250

OPTOSIGMA SOUTHEAST ASIA PTE.

LTD.

   24,625   24,625   24,625
SHIM SHOON CHONG   20,500   20,500   20,500
JASON NG TECK YEE   141,625   141,625   141,625
KOH XIAN WEI   25,000   25,000   25,000
WONG SWEE LEE   298,625   298,625   298,625
SIGMAKOKI CO., LTD.   122,875   122,875   122,875
ICHAM MASTER FUND VCC   298,625   298,625   298,625
CLARITY PARTNERS MULTI STRATEGY VCC   124,500   124,500   124,500
TAM NAI HIM LESLIE   543,500   543,500   543,500
TAN, YUJIE   462,125   462,125   462,125
WU BO   69,750   69,750   69,750
LIM SWEE GEK   109,125   109,125   109,125
WONG KEONG WING   1,250   1,250   1,250
TAN CHEE WEE TERENCE   62,500   62,500   62,500
CHUA JUN HAO, DAVID   1,000,000   1,000,000   1,000,000
SAM PENG PUING   250,000   250,000   250,000
SHI JINGJUN   37,500   37,500   37,500
LIU WEIXIAN   121,750   121,750   121,750
CHANG XIANG WEN, TERENCE   121,750   121,750   121,750
CHUA YEOW FONG, KELVIN   121,750   121,750   121,750
CAO YANG   109,125   109,125   109,125
CHEN, HONG   595,750   595,750   595,750
WANG XIAOYAN   89,375   89,375   89,375
PANG TECK WAI   12,000   12,000   12,000
ZHAI YUAN   29,875   29,875   29,875
WU SHITING   59,625   59,625   59,625
HARVEST AHEAD LIMITED   38,125   38,125   38,125
ICAPITAL HOLDINGS (SG) PTE. LTD.   514,000   514,000   514,000
GATE CITY INVESTMENTS LIMITED   257,000   257,000   257,000
TAN CHEW HIAH   587,625   587,625   587,625
CHUA KHENG CHOON   587,625   587,625   587,625
WONG WAI WAH   293,750   293,750   293,750
KOH HAN ENG   293,750   293,750   293,750
LEE WEE CHUAN   293,750   293,750   293,750
GOH JUN QI   293,750   293,750   293,750
LEE PEI FANG   587,625   587,625   587,625
ASTHINA TAN LAI HEOK   293,750   293,750   293,750
HO KA WING   446,750   446,750   446,750
YANG ZHUOJUN   44,750     44,750   44,750
Ordinary Shares Total   10,473,625 -   10,473,625   10,473,625

 

 
 

 

Schedule 2

 

Name of Vendors   Address
SINGLIGHT TECHNOLOGY HOLDINGS PTE. LTD.   10 Ubi Crescent, #04-19, Ubi Techpark, Singapore 408564
TONGHUAI SG ENTERPRISE PTE. LTD.   59 Mohamed Sultan Road, #01-10 Sultan-Link, Singapore 238999
SG AB VENTURE PTE. LTD.   57 Mohamed Sultan Road #02-06 Sultan-Link, Singapore 238997
TONGHUAI SG2 ENTERPRISE PTE. LTD.  

57 Mohamed Sultan Road #02-04 Sultan-Link, Singapore

238997

BEH HOOK SENG   139 Westwood Avenue, The Woods, Singapore 648242
TAY BENG BOON   302 Hougang Avenue 5, #03-435, Singapore 530302
GAN HONG LOON   140 Bishan Street 12, #04-488, Bishan Green, Singapore 570140
LIEW AH CHOY   96 Holland Grove View, Singapore 276253
OPTOSIGMA SOUTHEAST ASIA PTE. LTD.   83 Science Park Drive, #02-01, The Curie, Singapore 118258
SHIM SHOON CHONG   39, Spg 53 Jalan Telanal Bandar Seri Begawan, Brunei
JASON NG TECK YEE   120 Lower Delta Road, #05-09/11, Cendex Centre, Singapore 169208
KOH XIAN WEI   50 Ubi Avenue 3, #02-08, Frontier, Singapore 408866
WONG SWEE LEE   239 Serangoon Avenue 2, #12-27, Singapore 550239
SIGMAKOKI CO., LTD.   17-2, Simotakahagi-Shinden, Hidaka-Shi, Saitama Prefecture
ICHAM MASTER FUND VCC   9 Temasek Boulevard, #38-02, Suntec Tower Two, Singapore 038989
CLARITY PARTNERS MULTI STRATEGY VCC   53 Mohamed Sultan Road #01-01, Sultan-Link, Singapore 238993
TAM NAI HIM LESLIE   26/F, 1 Robinson Road, Mid-Levels, Hong Kong
TAN, YUJIE   House 80 Mohamed Sultan Road, #03-28, The Pier at Robertson, Singapore 239013
WU BO   Flat F, 16/F, Block 2, 258 Queen’s Road East, The Zenith, Wan Chai, Hong Kong
LIM SWEE GEK   31 Jalan Dusun, #10-01, Gallery Fifteen, Singapore 329370
WONG KEONG WING   491H Tampines Street 45, #12-244, Singapore 527491
TAN CHEE WEE TERENCE   16K Lorong Selangat Milford Villas, Singapore 358754
CHUA JUN HAO, DAVID   11 Toh Yi Drive, #07-361, Toh Yi Gardens, Singapore 590011
SAM PENG PUING   258A Punggol Field, #17-17, Punggol Topaz, Singapore 821258
SHI JINGJUN   8 Whampoa East, #16-22, Eight Riversuites, Singapore 338520
LIU WEIXIAN   31 Woodlands Close, #02-19, Woodlands Horizon, Singapore 737855
CHANG XIANG WEN, TERENCE   11 Clifton Vale, Braddell Heights Estate, Singapore 359683
CHUA YEOW FONG, KELVIN   5 Farrer Road, #07-56, Farrer Gardens, Singapore 260005
CAO YANG   23 Jalan Raja Udang, #10-12, The Arte, Singapore 329216
CHEN, HONG   No 6269 Humin Road, Unit 1004 Shanghai, China
WANG XIAOYAN   238 Orchard Boulevard, #20-05, The Orchard Residences, Singapore 237973
PANG TECK WAI   No 8 Permai Valley Jalan Tuaran, Mile 3 1/2 88450 Likas Sabah, Malaysia
ZHAI YUAN   1 Jiak Kim Street, #33-06, Fraser Residence River Promenade, Singapore 169423
WU SHITING   80 Thomson Ridge, Thomson Ridge, Singapore 574662
HARVEST AHEAD LIMITED   Aegis Chambers, 1st Fl Ellen Skelton Bldg 3076, Sir Francis, Drake’s Highway Rd Town, Tortola VG1110, British Virgin Islands
ICAPITAL HOLDINGS (SG) PTE. LTD.   9 Temasek Boulevard, #38-02B. Suntec Tower 2, Singapore 038989
GATE CITY INVESTMENTS LIMITED  

Vistra Corporate Services Centre, Wickhams Cay II Road Town,

Torlola, VG1110, British Virgin Islands

TAN CHEW HIAH   52 Begonia Drive, Hock Swee Hill, Singapore 809910
CHUA KHENG CHOON   52 Begonia Drive, Hock Swee Hill, Singapore 809910
WONG WAI WAH   729 Clementi West Street 2, #10-352, Singapore 120729
KOH HAN ENG   8 Bukit Batok Street 41, #14-19, Le Quest, Singapore 657993

 

LEE WEE CHUAN

   183D Boon Lay Avenue, #11-748, Boon Lay Grove, Singapore 644183
GOH JUN QI   358 Bukit Batok Street 31, #10-381, Singapore 650358
LEE PEI FANG   11 Toh Yi Drive, #07-361, Toh Yi Gardens, Singapore 590011
ASTHINA TAN LAI HEOK   221 Lorong 8 Toa Payoh, #15-683, Singapore 310221

 

HO KA WING

   Flat F, 17/F, Tower 8, K. City, 7 Muk Ning Street, Kowloon, Hong Kong
YANG ZHUOJUN   Flat B, 29/F, Blk 5A 9 Austin Road West, Tsimshatsui KLN