Exhibit 10.3


 


 


DATED [11th March 2021)


 


BETWEEN


 


Treasure Global Inc


("Purchaser")


 


AND


 


THE PERSONS STATED IN COLUMN
I OF SCHEDULE 1


 


("Vendors")


 





 



 





SHARE SWAP AGREEMENT


 





 






 




    	 		



     


    




 


THIS
AGREEMENT is made on [11th March
2021]


 


BETWEEN:


 


		(1)	Treasure Global Inc (Company
No.: 7908921) a company
incorporated
in the State
of Delaware with its
registered address
at 16192, Coastal Highway,
Lewes, Delaware
19958, Country of Sussex (the
"Purchaser")
of the one part;



 


AND


 


		(2)	THE PERSONS STATED IN COLUMN I OF SCHEDULE 1 (the
"Vendors") of t
he other part.



 


WHEREAS:


 


		A.	The Vendors are the
registered and beneficial
owner of the Sale Shares
(as defined below)
where their respective
shareholdings are stated hereunder
in Schedule 1.



 


		B.	As part of
the corporate restructuring
prior to seeking the
Admission (as defined below) of
the Purchaser, to which would
result in the
Target Company being wholly owned by the
Purchaser, the Purchaser
is desirous to acquire
the Sale
Share and to issue
the Consideration
Shares (as
defined below) to the
Vendors subject to
the terms
and conditions hereinafter
set out.



 


NOW IT IS
HEREBY AGREED as follows:


 


		1.	DEFINITIONS AND INTERPRETATION



 


In
this Agreement, including
without limitation
the recitals and
the schedules,
unless


the
context otherwise requires:


 


		1.1	the following
expressions
shall have
the meaning set out
against
them:



 


	"Admission"	means admission to trading of the entire issued and to be issued share capital of the Purchaser on NASDAQ;
	 	 
	"Agreement"	means this written Share Swap Agreement, and all the attachments, annexure and schedules hereto;
	 	 
	"Completion"	means the completion of the sale and purchase of the Sale Shares in accordance with the terms of this Agreement ;
	 	 
	"Completion Date"	means the date on whic h Completion actually takes place under this Agreement;


 




    	 	2	



     


    

 


	"Consideration"	means the sum of RM 1,281,595.00, which is equivalent to USD312,584.00, being the purchase price for the Sale Shares payable by the Purchaser to the Vendors;
	 	 
	"Consideration Shares"	means a total of 312.584 Purchaser's Shares representing 3.03 percent of the entire issued share capital of the Purchaser immediately following Completion to be allotted and issued by the Purchaser to the Vendors fully paid up or credited as fully paid up;
	 	 
	"Encumbrance"	means any claim, charge, mortgage, security, lien, option, equity, pledge, conversion right, right of set off or conversion, trust ,power of sale, hypothecation or other third party right, retention of title, right of pre-emption , right of first refusal or security interest of any kind;
	 	 
	"NASDAQ" 	means the United States Stock Exchange which is known as the National Association of Securities Dealer Automated Quotations;
	 	 
	"Purchaser Share"	means an ordinary share in the share capital of the Purchaser;
	 	 
	"Parties" or "Party" 	means the parties to this Agreement or such one or more of them as the case may be;
	 	 
	"Purchaser Shares"	means ordinary shares of the Purchaser;
	 	 
	"RM"	means Malaysian Ringgit, the lawful currency of Malaysia;
	 	 
	"Target Company"	means Gem Reward Sdn Bhd (Registration No: 201701019994(1234159-A)),       a      company incorporated in Malaysia;
	 	 
	"Sale Shares"	means  a  total  of  3,000,000  ordinary  shares representing 100% equity interest of the Target Company as stated in Column II of Schedule I; and
	 	 
	"USD"	means  the  United  States  dollar,  the  lawful currency of the United States;


 


		1.2	where two (2)
or more persons or parties are included or comprised
in any expression,
agreement, covenant, term, stipulation,
representation, warranty and/or
undertaking expressed to be
made by or on the part
of such
persons or parties, the aforementioned shall be
deemed to be made
by and binding upon and
enforceable
against such persons or parties
jointly and severally (unless otherwise
expressly specified herein) ;



 




    	 	3	



     


    




 


		1.3	any reference to "Taxation"
shall comprise all forms of taxation
whether in Malaysia,
or elsewhere
in the world, past, present and future
(including, without limitation,
income
tax, capital gains
tax, stamp duty, customs
and other import or export
duties)
and all other statutory, governmental
or state impositions, duties
and levies and all penalties,
charges, costs and interest relating to any
claim (and for this purpose
the expression "claim"
shall include any notice,
demand, assessment, letter
or other document
issued or action taken
by the inland revenue or other
statutory or governmental authority, body or official
whosoever (whether of Malaysia
or elsewhere in the world)
whereby any company within the Group is
or may be placed or sought
to be placed
under a liability
to make a payment or deprived of any relief,
allowance, credit
or repayment otherwise
available);



 


		1.4	any reference to "transaction"
shall include
any transaction,
act, event or omission of
whatever nature and
references to any
transaction effected
on or before Completion
shall include
the combined result
of two or more transactions,
the first of which
shall have taken place (or
be deemed to have taken
place) or the
commencement of which
shall have occurred
(or be deemed to have occurred) on or
before Completion;



 


		1.5	references to
Clauses, Recitals and Schedules are to clauses,
recitals,
appendices and schedules
to this Agreement and shall
form an integral part
of this Agreement;
and



 


		1.6	the headings
are for convenience only and
shall not affect the
interpretation
hereof.



 


		1.7	unless the
context otherwise requires, words in the
singular shall
include the plural
and the plural shall include
the singular.



 


		1.8	reference
to "business day"
means a day except
a Saturday,
Sunday or public
holiday (gazetted or ungazetted
and whether scheduled or unscheduled)
on which banks and financial
institutions are open
for business
in Kuala Lumpur, Malaysia; and



 


		1.9	unless the
context otherwise  requires,
a  reference
to one gender shall
include a reference
to the other genders .



 


		2.	SALE AND PURCHASE OF SALE SHARES



 


		2.1	Subject
to the terms
and conditions
of this Agreement,
the Vendors
shall sell with
full title guarantee
to the Purchaser and
the Purchaser shall purchase from
the Vendors the
Sale Shares
free from all Encumbrances
and with all rights,
benefits and
entitlements
now or hereafter
attaching thereto
as at Completion
including without limitations,
all bonus, rights,
dividends and distributions
declared
and unpaid or made in respect thereof.



 


		2.2	The purchase price for the
purchase of the
Sale Shares
shall be the
Consideration,
which shall be
wholly satisfied by the Purchaser allotting and issuing
the Consideration
Shares to the Vendors
and/or its nominee(s)
on the Completion
Date and on their issue
and allotment
each Consideration
Share shall
be fully paid up
or credited
as fully paid
up and rank
pari passu in all
respects with the existing
ordinary shares
of the Purchaser
.



 




    	 	4	



     


    

 


		2.3	In order to
facilitate Completion,
immediately
upon execution
of this agreement
by all the Parties,
the Vendors shall
deliver to the Purchaser
the documents
descri bed in
clauses
3.2.1, 3.2.2
(undated) and 3.2.3
below.



 


		2.4	The Vendors agree
and undertake
to the
Purchaser that
it will not,
and shall
procure that its nominee(s),
where applicable, will not,
dispose of and/or
create any
Encumbrance over the
Consideration Shares prior to Admission.



 


		3.	COMPLETION



 


		3.1	Completion shall
take place
on 28 February 202 1 unless
otherwise
determined
by the board of
directors of
the Purchaser.



 


		3.2	On Completion,
the Vendors shall
date (as appropriate) and
deliver
to the Purchaser:



 


		3.2.1	the share
certificates
in respect of
all the Sale Shares;



 


		3.2.2	valid and registrable transfers
in respect of all
the Sale Shares duly executed
by the Vendors in favour
of the Purchaser; and



 


		3.2.3	a certified copy of
the resolutions of the directors
of the Vendo rs,
approving the
transfers
of the Sale
Shares to the Purchaser.



 


		3.3	On Completion,
the Purchaser shall deliver or cause
to be delivered
to the
Vendors a certified
copy of the resolutions
of the board of directors
of the Purchaser:



 


		3.3.1	approving
the purchase of the
Sale Shares; and



 


		3.3.2	resolving to allot
and issue
the Consideration
Shares to
the Vendors and/or
its nominee(s)
on Completion
fully paid up
or credited
as fully
paid up on allotment
and ranking
pari passu in all
respects with the
existing issued ordinary
shares of
the Purchaser.



 


		4.	WARRANTIES



 


		4.1	The Vendors acknowledge
that they
have made representations to
the Purchaser
as set out
in this Agreement with
the intention of inducing
the Purchaser to enter
into this Agreement,
and that the
Purchaser was
induced to enter
into t his
Agreement by
those representations and
has entered
into this Agreement
on the basis
of, and in full
reliance upon
them.



 


		4.2	The Vendors
hereby warrant,
represent and
undertake to
and with
t he Purchaser
and its successors
in title as follows:



 


		4.2.	1the recitals
are true and correct
in all material
respects;



 




    	 	5	



     


    




 


		4.2.2	that
the Vendors are, and
on the Completion Date
will be, the registered
legal and beneficial owner of
the Sale Shares;



 


		4.2.3	that all the
Sale Shares which are
registered in the name of the
Vendors are and will on the Completion
Date be free and clear of all Encumbrances and are not
subject to any restrictions
with respect
to the ability of the Vendors to transfer the Sale
Shares and that all such Sale Shares will be transferred
to the Purchaser together with
full title guarantee and all rights, benefits and entitlements
attached thereto;



 


		4.2.4	that there are no
outstanding options granted to any
third party by the
Vendors to purchase all or
any of the Sale Shares which
are registered in
the names of such Vendors and such Vendors have not entered
into any contract or arrangement for the
sale or disposal of all or any of such Sale Shares or any interest
therein to any third party and
such Sale Shares are not subject to any options,
warrants or rights nor are
they agreed conditionally or unconditionally
to be placed under any options, warrants or rights;



 


		4.2.5	that all consents, approvals,
licences and authorisations of, and all filings and registrations
with, any governmental or statutory agency or authority
necessary for the due execution
and delivery of this
Agreement including
the approval of Bank Negara Malaysia for investment
abroad have been, as
far as the same are required to
be done or performed by the Vendors
by the Completion
Date, obtained and will remain valid and in full force
and effect up to and
as at Completion, and
all consents, approvals, licences,
authorisations,
filings
and registrations
necessary for the performance
or enforceability of this Agreement and for the performance by the
Vendors of their
obligations under
this Agreement have
been obtained and will remain
valid and
in full force and effect
up to and as at Completion;



 


		4.2.6	that the Vendors
have (and will at all times
up to and as at Completion
have) full legal
rights, powers and
authorities to
execute, deliver
and perform their obligations under
this Agreement and all
such
other
agreements, deeds,
documents and instruments
as are specified or referred to in this Agreement
or as are otherwise required in order to
implement the transactions envisaged in this
Agreement;



 


		4.2.7	that the Vendors have
not committed and shall
not commit any offence
under and/o r is in
breach of any of
the laws of
Malaysia
or any jurisdiction
elsewhere in
the world such as would have
a material adverse
effect on the business
or affairs of the Purchaser
or the value of the Sale Shares;



 


		4.2.8	that there is
no arrangement,
agreement, option or any right
made, granted or issued
by the Vendors
or any person which provides for the issue or
gives any person the right to call for
the issue of any shares,
bonds, options, warrants, debentures or securities
of any kind of the
same;



 




    	 	6	



     


    




 


		4.2.9	that
there is no provision of the
memorandum and articles
of association or constitution of any the
Vendors and no provision of
any existing contract, agreement or instrument
binding on the Vendors
have been or would be contravened
by the execution and delivery
of this Agreement and such
other agreements, deeds, documents and instruments
as are specified or referred to in this
Agreement or by the
performance or observance of the
Vendors or any of the terms hereof or thereof;



 


		4.2.10	that all consents,
approvals, licences and
authorisations of, and all filings and registrations with,
any governmental or statutory agency or authority necessary
for the Vendors to carry on
his business have been obtained
and will remain in
full force and effect as at the Completion
Date;



 


		4.2.11	that there are no
other classes of shares in the share
capital of the Vendors except ordinary shares which rank pari
passu among themselves;



 


		4.2.12	that there is no litigation,
arbitration, mediation, conciliation
or administrative proceeding
taking place, pending or threatened, whose outcome is
likely to have a material adverse effect on the
ability of such Vendors to perform their obligations under this
Agreement; and



 


		4.2.13	that there is no circumstance
applicable to such Vendors which could make
this Agreement or the transactions contemplated
under this Agreement void,
voidable or unenforceable under any applicable
laws.



 


		4.3	The Vendors further represent,
warrant and undertake to and with
the Purchaser
that it has not taken any action nor,
to the best of its knowledge, information and belief, has
any other steps been taken or legal proceedings started
or threatened against it for its bankruptcy, administration,
winding up or dissolution or for it to enter into any arrangement
or composition for the benefit of
creditors or for the appointment
of an administrative receiver, an administrator or a receiver, trustee or
any of its respective properties,
revenues or assets nor have
any orders or resolutions
been made or passed for any of the foregoing.



 


		4.4	The Vendors further represent,
warrant and undertake to and
with the Purchaser that each of
the representations, warranties and undertakings given
by it contained in this Agreement will be true and
accurate in all material
respects on each day following the date of this
Agreement up to and including the Completion
Date as though the same were repeated on each such
day including the Completion
Date.



 


		4.5	The Vendors hereby
covenant and agree to indemnify and keep
indemnified the Purchaser
and any assignee or assignees of the Purchaser and any of their successors in title
against all or any losses, damages, claims
and demands arising out of a breach or breaches
of the representations, warranties
and undertakings given by it in this Agreement or
misrepresentations in any material
respect under the terms of
this Agreement, or for
any breach of any term or
condition hereof.



 




    	 	7	



     


    




 


		4.6	If
prior to the
Completion Date it shall
be found that any of the warranties,
representations or undertakings
contained
in this Agreement
are untrue or
incorrect in any material
respect, the
Purchaser shall
be entitled by notice
in writing to the Vendors to claim for damages (but without
prejudice to any
of the rights to which
the Purchaser may
be entitled
at law) but failure
to exercise this right shall
not constitute a waiver of any
other
rights of the
Purchaser or its successors
in title arising out of any breach of warranty, representation
or undertaking.



 


		4.7	Each of the
representation s,
warranties
and undertakings contained
in this Agreement shall be separate and independent
and the rights
and remedies of the
Purchaser
in respect of a breach
or breaches of the
representations , warranties
or undertakings shall
not be affected
or determined by the completion
of the sale
and purchase
of the Sale Shares
hereunder or by any other
event or matter
whatsoever, except a specific
and duly authorised waiver or release by the Purchaser
as applicable.



 


		5.	RELEASE AND INDULGENCE BY THE PARTIES



 


Any
liability to any
of the Parties
hereunder may
in whole or
in part be released,
compounded or
compromised by
time
or indulgence given
by any of such
Parties in its
or their absolute discretion
without in any
way prejudicing or affecting
its or their rights
against any other Party
or Parties or
any further or
other rights they may have.


 


		6.	NOTICES



 


		6.1	Subject
as otherwise provided in this
Agreement, all notices,
demands or other communications
required or
permitted to be given or made
hereunder
shall be
in writing and delivered
personally or sent by
prepaid registered post (or by
airmail if overseas)
or by facsimile
transmission, addressed
to the intended recipient
thereof at its
address or facsimile
number set
out herein (or to such
other address or facsimile number as any Party
may from time to time
notify to the
others) . Any such
notice, demand
or communication
shall be deemed to have been
duly served: if delivered personally, immediately;
if given by facsimile,
on completion
of transmission;
if given by e-mail,
at on completion
of transmission;
if given by registered
post or airmail
letter, seven
(7) business days after
posting and in proving
the same it shall
be sufficient to show
that the envelope
containing the same was
duly addressed, stamped and
posted.



 


		6.2	The particulars
for service of the Vendors
are set down hereunder in
Schedule I below.



 


		6.3	The particulars for service
of the Purchaser are:



 


	Address	45, Jalan USJ 21/10, Usj 21, 47640 Subang Jaya, 

Sela ngor, Malaysia
	 	 
	Email.	dt@treasuregroup.co
	 	 
	Attention	Dr. Darren Tan Kok Pin


 




    	 	8	



     


    




 


		7.	NO ASSIGNMENT



 


The
Vendors shall not transfer or assign
all or any of its rights
obligations or benefits hereunder
to any third party except with the prior written consent of the
Purchaser, which consent
shall be given at its absolute discretion.


 


		8.	COSTS



 


Each
of the Parties shall
bear its own legal and other costs and expenses
incurred in connection
with this Agreement and the sale and purchase
of the Sale Shares. The Purchaser shall
bear all stamp duty payable
in respect of the transfer
of the Sale Shares, if any.


 


		9.	ENTIRE AGREEMENT & MODIFICATIONS



 


		9.1	This Agreement and
the agreements referred to herein
embody all the terms and conditions
agreed upon between the
Parties as to the subject
matter of this Agreement
and supersede and cancel in all respects all previous agreements
and undertakings between the Parties
with respect to the subject matter
hereof, whether such be written or oral.



 


		9.2	This Agreement shall not be altered,
changed, supplemented or amended except by written instruments signed by all the Parties.



 


		10.	GOVERNING LAW AND JURISDICTION



 


		10.1	This Agreement and any dispute or
claim arising out of or in
connection with it or its subject
matter (including without
limitation any non-contractual
obligations) shall be
governed by and construed
in accordance with the laws of Malaysia.



 


		10.2	The courts of Malaysia
shall have non-exclusive jurisdiction to settle
any dispute or claim
that arises out of or in
connection with this Agreement or
its subject matter.



 


		11.	COUNTERPARTS



 


This
Agreement may be signed in any
number of counterparts and by
the Parties on separate counterparts, each of which is
an original, but all
of which constitute one and the same instrument. Delivery of an
executed counterpart signature page of this Agreement by e-mail
(PDF) or facsimile
shall be as effective as
delivery of
a manually executed
counterpart of this Agreement.
In relation to each counterpart, upon confirmation
by or on behalf of
the signatory that the
signatory authorises the attachment of
such counterpart signature page to the final
text of this Agreement, such counterpart signature page shall take effect together
with such final
text as a complete
authoritative counterpart.


 


		12.	TIME OF ESSENCE












 


Time
whenever mentioned is of the essence of this Agreement.


 




    	 	9	



     


    

  


		13.	SEVERANCE



 


Notwithstanding
that any provision of this
Agreement may prove to be illegal or unenforceable,
the remaining provisions of this Agreement shall
continue in full force and effect.


 


[the rest of this page
is intentionally left blank}


 




    	 	10	



     


    

 


 


IN WITNESS WHEREOF this
DEED has been signed
as a deed by or on behalf
of each of
the Parties hereto
and delivered on the date
first above written.


 


PURCHASER


 


EXECUTED AS A DEED


Signed
for and on behalf of


Treasure Global Inc


(Company No.
7908921)


in
the presence of


 


	/s/ Wong Hui Shan	 
	*Witness/Signatory	 


 


Name (in full):


Wong Hui Shan


NRIC/Passport
No. 880810-10-5452


•strikeout whichever
is not applicable


 


	/s/ Tan Kok Pin	 
	*Signatory	 


 


Name (in full):


Tan Kok Pin


NRIC/Passport No.
831###-##-####


 


VENDORS


 


Signed
for or on
behalf of 


TEO CHONG
CHAN 


(NRIC:
830616-06-5113)


in the
presence of:


 


	/s/ Tan Boon Ling	 
	*Witness/Signatory	 


 


Name (in full):


Tan Boon Ling


NRIC/Passport No. 770325-07-6058


•strikeout whichever
is not applicable


 


	/s/ Teo Chong Chan	 
	*Signatory	 


 


AND


 




    	 	11	



     


    

 


Signed for
or on behalf of


OOI JAU LONG


(NRIC: 820306-08-5945)


 


	/s/ Chan Yee Fei	 
	*Witness/Signatory	 


 


Name (in full):


Chan Yee Fei


NRIC/Passport No. 880521-06-5095


•strikeout whichever
is not applicable


 


	/s/ Ooi Jau Long	 
	*Signatory	 


 


AND


 


Signed for
or on behalf of


YU WENG LOK


(NRIC: 790607-10-5175)


in the
presence of:


 


	/s/ Chan Yat Kunt	 
	*Witness/Signatory	 


 


Name (in full):


Chan Yat Kunt


NRIC/Passport No. 900127-14-6319


•strikeout whichever
is not applicable


 


	/s/ Yu Weng Lok	 
	*Signatory	 


 




    	 	12	



     


    

  


SCHEDULE!


 


PARTICULARS
OF THE VENDORS AND SALE SHARE, NO. OF CONSIDERATION
SHARES TO BE ISSUED AND ALLOTED, AND CONSIDERATIONS FOR
THE SALE SHARES


 


	Column I	Column II	Column Ill
	PARTICULARS OF VENDORS	SALE SHARES	PERCENTAGE	NO.OF 

CONSIDERATION 

SHARES TO BE 

ISSUED AND 

ALLOTED	CONSIDERAT ION 

FOR THE SALE 

SHARES

(RM)
	
        TEO CHONG CHAN

        (NRIC: 830616-06
        -5113)

         

        Address for
        service: 

No.73, Jala
        n USJ 13/4,
        

47620 Subang
        Jaya, 

Selangor Malaysia.
	1,000,000	33.33%	104, 194.66	427,198.33
	
        OOIJAU LONG

        (NRIC:
        820306-08-5945)

         

        Address for service:


        No.32, Jalan
        Perlis, 

Taman
        Rakyat, 34600


        Kamunting, Perak
	1,000,000	33.33%	104,194.66	427,198.33
	
        YU WENG LOK

        (NRIC:790607-10-5175)

         

        Address for service:


        No.32, Ja
        lan Setia lmpian


        U13/6E, Setia
        A lam, 

40170
        , Shah Alam, 

Selangor
	1,000,000	33.33%	104,194.66	427, 198.33
	TOTAL:	3,000,000	100%	312,584	1,281,595.00


 




    	 	13