Exhibit 10.3


 


SUBSCRIPTION AGREEMENT


ALE GROUP HOLDING LIMITED


 


WHEREAS, ALE Group Holding Limited,
a company incorporated under the laws of the British Virgin Islands (the “Company”), desires to issue up to [●]
ordinary shares, par value $1.00 per share (“Ordinary Shares”) at a price of $[●] per share pursuant to
the Registration Statement on Form F-1 initially filed with the Securities and Exchange Commission (the “Commission”)
filed on March 17, 2020, which was declared effective on [●], 2020 (the “Registration Statement”);


 


WHEREAS, the undersigned (the “Purchaser,”
together with the Company, the “Parties”) desires to acquire the number of shares set forth on the signature
page hereto.


 


NOW, THEREFORE, for and in the consideration
of premises and the mutual covenants hereinafter set forth, the Parties hereby agree the following:


 


1. Subscription. The Purchaser hereby
irrevocably subscribes for and agrees to purchase the number of Ordinary Shares of the Company, set forth on the signature page
of this Agreement at a price of US $[●] per share for the aggregate price set forth on the signature page of this
Agreement (U.S. dollars) (the “Funds”) pursuant to the Registration Statement. A copy of Registration Statement was
provided to the Purchaser by the Company. Together with this Subscription Agreement, the Purchaser is delivering to the Company
the full amount of the purchase price for the Shares in respect of which it is subscribing.


 


2. Representations and Warranties of
the Purchaser. In order to induce the Company to accept this subscription, the Purchaser hereby represents and warrants to,
and covenants with, the Company as follows:


 


A. The Purchaser is purchasing the Shares
for the Purchaser’s own account.


 


B. The Purchaser has had the opportunity
to ask and receive answers to any and all questions the Purchaser had with respect to the Company, its Registration Statement,
its business plan, management and current financial condition. The Purchaser acknowledges that the Company is newly organized,
does not have an operating history. The Purchaser recognizes that the purchase of the Shares involves a high degree of risks.


 


C. The Purchaser is capable of evaluating
the merits and risks involved in an investment in the Shares and acknowledges that an investment in the Shares entails a number
of very significant risks and the Purchaser is able to withstand the total loss of its investment. The Purchaser acknowledges that
the Company has recommended that each Purchaser obtain independent legal and financial advice prior to subscribing.


 


D. Except as set forth in this Agreement,
no representations or warranties have been made to the Purchaser by the Company or any agent, employee or affiliate of the Company
and in entering into this transaction the Purchaser is not relying upon any information, other than that contained in this Agreement
and the result of independent investigation by the Purchaser.


 


E. The Purchaser has full power and authority
to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement is a legally binding obligation
of the Purchaser enforceable against the Purchaser in accordance with its terms.


 


F. The Purchaser hereby acknowledges receipt
of a copy of the Prospectus under the Registration Statement relating to this offering and the Shares (the “Prospectus”),
which is on file with the United States Securities and Exchange Commission. The Purchaser represents and warrants that, in making
his decision in investing the Shares, he is not relying on any representation other that those contained in the Prospectus.


 






     


     


    

 


3. Representations of the Company.
The Company represents and warrants to the Purchaser that:


 


A. The Company is duly incorporated under
the laws of the British Virgin Islands and is in good standing in accordance with the laws of the British Virgin Islands.


 


B. The execution, delivery and performance
of this Agreement by the Company and the performance of its obligations hereunder do not and will not constitute a breach or violation
of any of the terms and provisions of, or constitute a default under or conflict with or violate any provisions of (i) the Company’s
Articles of Incorporation or By-laws, (ii) any indenture, mortgage, deed of trust, agreement or any instrument to which the Company
is a party or by which it or any of its property is bound, (iii) any applicable statute or regulation, or (iv) any judgment, decree
or order of any court or government body having jurisdiction over the Company or any of its property.


 


C. The execution, delivery and performance
of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement are within
the Company’s corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf
of the Company.


 


D. There is no action, suit or proceeding
before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened
against or affecting the Company or any of its properties, which might result in any material adverse change in the condition (financial
or otherwise) or in the earnings, business affairs or business prospects of the Company, or which might materially and adversely
affect the properties or assets thereof.


 


E. The Company is not in default in the
performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage,
deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and
neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement
will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or result
in the creation or imposition of a lien or charge on any assets or properties of the Company under any material deed of trust or
other material agreement or instrument to which the Company is party or by which it is bound or any statute or the Articles of
Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation of any court or government agency
or body having jurisdiction over the Company or its properties.


 


F. There is no fact known to the Company
(other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser
that (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings,
business affairs, business prospects, properties or assets of the Company, or (ii) could reasonably be expected to materially and
adversely affect the ability of the Company to perform its obligations pursuant to this Agreement.


 


4. Non-Assignability. Neither this
Agreement nor any of the rights of the Purchaser hereunder may be transferred or assigned by the Purchaser. Moreover, the Company
shall refuse to register any transfer of the Ordinary Shares not made in accordance with the provisions of Regulation S, pursuant
to registration under the Act, or pursuant to an available exemption from registration.


 


5. Modification/Entire Agreement. This
Agreement (i) may only be modified by a written instruction executed by the Purchaser and the Company; (ii) sets forth the entire
agreement of the Purchaser and the Company with respect to the subject matter hereof; and (iii) shall ensure heirs, legal representatives,
successors and permitted assigns.


 


6. Governing Law. This Agreement
will be construed and enforced in accordance with and governed by the laws of the State of New York.


 


7. Notices. All Notices or other
communication hereunder shall be in writing and shall be deemed to have been duly given if delivered personally (including courier
service) or mailed by certified or registered mail, return receipt requested, postage prepaid.


 






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Signature Page


 


Concurrent with execution
of this Agreement, the Purchaser is purchasing ____________ Ordinary Shares of the Company at a price of $[●] per Share (the
“Subscription Price”).


 


Purchaser hereby confirms
the subscription for and purchase of said number of shares and hereby agrees to pay herewith the Subscription Price for such Shares.


 


MAKE CHECK PAYABLE
TO: [ ]


 


Executed this ____
day of _________________, 20____.


 


	 	 	 
	 	 	 
	 	 	Signature of Purchaser
	 	 	 
	 	 	 
	Address of Purchaser	 	 
	 	 	 
	Printed Name of Purchaser	 	 


 


PLEASE ENSURE FUNDS ARE IN US DOLLARS


 


 ____________
X $_______= US$ __________


Number of Shares Purchased                       
Total Subscription Price


 


Form of Payment: Cash: _________ Check: __________ Other: ____________________


 


ALE Group Holding Limited


 


	By: 	 	 
	Title:	 	 


 


 


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