EQUITY PURCHASE AGREEMENT
BACKGROUND
A.The Company currently has approximately 72,288,667 shares of Common Stock, issued and outstanding.
C. The parties hereto desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Subscribers, and the Subscribers shall purchase, a total of 1,000,000 shares (the “Shares”) of Common Stock”), at a purchase price (the “Purchase Price”) of US$0.2 per share, for a total purchase price of $200,000. The Purchase of this stock shall be in the form of USD.
D.The Company and the Subscribers are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section 4(2) and/or Regulation S promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
AGREEEMENT
NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and Subscriber hereby agree as follows:
1.Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to sell, assign, transfer and deliver to the Subscribers in the amounts as set forth on Appendix A hereto, and the Subscribers hereby agree to purchase and accept delivery from the Company, the Shares free of all liens, pledges, mortgages, security interests, charges, restrictions, adverse claims or other encumbrances of any kind or nature whatsoever (“Encumbrances”), for the aggregate Purchase Price, payable upon the execution hereof (the “Closing”).
(a)The shares will be issued, assigned and transferred in the approximate schedule as set forth in Appendix A, upon the Company receiving the funds as stated in Appendix A.
(b)If at the end of the 12 month period from the date of execution of this Agreement, the Subscriber has not completed the effectuation of the purchase of all of the Blocks as set forth in Appendix A, this Agreement will be Terminated and no additional future sale of any Blocks not effectuated will be allowed.
(c)The Subscriber hereby subscribes to purchase of the shares of each Block as set forth in Appendix A. In this regard, the Subscriber agrees to forward payment in the required by wire transfer to the account below.
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Bank Name: CITIBANK
Bank Address: 100 Citibank Drive, San Antonio, Texas 78245
ABA#: 322271724
Account Name: New Asia Holdings Inc.
Account Number: 206265993
Account Type: Corporate
SWIFT CODE: CITIUS33
(d)Whereas, in connection with its purchase the undersigned represents and warrants to the Company the following: The Company's private offering of Shares is being made pursuant to Regulation S, promulgated by the Securities Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).
(e)Offer to Purchase. Subscriber hereby irrevocably offers to purchase the Blocks of the Shares in the general schedule as set forth in Appendix A and agrees to tender herewith the total price for each Block as set forth in Appendix A. Subscriber recognizes and agrees that (i) this subscription is irrevocable and, if Subscriber is a natural person, shall survive Subscriber’s death, disability or other incapacity, and (ii) the Company has complete discretion to accept or to reject this Subscription Agreement in its entirety and shall have no liability for any rejection of this Subscription Agreement. This Subscription Agreement shall be deemed to be accepted by the Company only when it is executed by the Company.
(f)Effect of Acceptance. Subscriber hereby acknowledges and agrees that on the Company’s acceptance of this Subscription Agreement, it shall become a binding and fully enforceable agreement between the Company and the Subscriber. As a result, upon acceptance by the Company of this Subscription Agreement, and upon effectuation of the purchase of the shares on a Block by Block basis as per Appendix A, the Subscriber will become the record and beneficial holder of the Shares (and the common stock represented thereby) and the Company will be entitled to receive the purchase price of the Shares as specified herein.
(g).Representation as to Investor Status.
¨ | Individual |
| ¨ | Limited Partnership |
x | Corporation |
| ¨ | General Partnership |
¨ | Revocable Trust |
|
| |
¨ | Other Type of Trust (indicate type): |
| ||
¨ | Other (indicate form of organization): |
|
If Subscriber is not an individual, initial the line below which correctly describes the application of the following statement to Subscriber’s situation: Subscriber (i) was not organized or reorganized for the specific purpose of acquiring the Shares (and the underlying common stock represented thereby) and (ii) has made investments prior to the date hereof, and each beneficial owner thereof has and will share in the investment in proportion to his or her ownership interest in Subscriber.
XTrue
False
If the “False” box is checked, each person participating in the entity will be required to fill out a Subscription Agreement.
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(g)Legend. The Shares shall bear the following or similar legend:
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(h)the Subscriber agrees that, in addition to the aforementioned restrictions imposed by SEC regulations, that they will not sell, trade, or otherwise dispose of the Shares for a period of not less than 18 months from the Closing. Subscriber is also aware that Subscriber’s rights to transfer the Shares is restricted by the Securities Act and applicable state securities laws, and Purchaser will not offer for sale, sell or otherwise transfer or dispose of the Shares without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt therefrom.
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(d)SEC Filings; Financial Statements; Absence of Undisclosed Liabilities.
(i)SEC Filings. The Company has filed with the SEC all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since its inception (the “Company SEC Documents”) and such Company SEC Documents when filed were true, correct and complete in all material respects. As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Sarbanes-Oxley Act of 2002 (including the rules and regulations promulgated thereunder) and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents and did not, at the time it was filed (or, if amended, at the time (and taking into account the content) of such amendment), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.
(ii)Financial Statements. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates; (ii) was prepared in
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accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q); and (iii) fairly presented in all material respects the consolidated financial position of the Company at the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated therein, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC;
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(h)The Securities. Upon issuance, the Securities:
(ii)shall have been duly and validly issued, fully paid and non-assessable; and
(iii)will not subject the holders thereof to personal liability by reason of being such holders.
(m)Full Disclosure. No representation or warranty or other statement made by the Company in this Agreement in connection with the contemplated transactions contains any untrue statement of material fact or omits to state a material fact necessary to make the representations and warranties set forth herein, in light of the circumstances in which they were made, not misleading.
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5.Covenants Regarding Indemnification. Each party hereto agrees to indemnify, hold harmless, reimburse and defend the other party and the other party’s officers, directors, agents, counsel, affiliates, members, managers, control persons, and principal shareholders, as applicable, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the indemnified party or any such person which results, arises out of or is based upon (i) any breach of any representation or warranty by the indemnifying party in this Agreement or (ii) any breach or default in performance by the indemnifying party of any covenant or undertaking to be performed by the indemnifying party.
7.Use of Proceeds. The Company agrees that the Purchase Price shall be immediately used upon receipt thereof as working capital for operations and expansion of the business.
8.Miscellaneous.
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based upon forum non conveniens. The parties hereto agree to submit to the in person jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs.
9.Termination. This Agreement will terminate upon the completion of the effectuation of the purchase of all Blocks as set forth in Appendix A to this Agreement or on the completion of the twelve-month anniversary of the execution of this Agreement. Upon such termination on the Anniversary date, the future right to purchase any Blocks that have not been effectuated as per the general schedule set forth in Appendix A shall be terminated and the future purchase of theses un-purchased Blocks shall not be allowed,
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SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
NEW ASIA HOLDINGS INC., a Nevada corporation
Name: Lin Kok Peng
Date: October 7th 2020
SUBSCRIBER |
Name of Subscriber: ENJU Planning Pte Ltd, Address: 9 Raffles Place #58-26 Republic Plaza, Singapore 048619 Telephone No.: +81-80-3455-0784 Company Number 201936686D
/s/ Nakamura Tsunayori By: Nakamura Tsunayori Dated: September, 21 2020 |
[Signature Page to New Asia Holdings, Inc. Stock Purchase Agreement
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APPENDIX A
Effectuation of Purchase of New Common Stock
Approximate Date of Purchase Transaction | Number of Shares Purchased | Purchase Price per Share | Total Amount |
September 2020 | 1,000,000 | $0.20 | $200,000 |
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