Exhibit 4.4


 


Dated
the February 2021


 


Quantum
Infosec Inc.


(as
“Vendor”)


 


and


 


Guardforce
AI Co., Limited


(as
“Purchaser”)


 





 






 


SALE
AND PURCHASE AGREEMENT


relating
to share capital of


Handshake
Networking Limited


(the
“Company”)


 





 






 




     


     


    

 


THIS
AGREEMENT is made on February 2021


BETWEEN


 


		(1)	Quantum
                                            Infosec Inc., a British Virgin Islands company (Company No.609120) of PO Box 958, Pasca Estate,
                                            Road Town, Tortola, British Virgin Islands (“the Vendor”);



 


		(2)	Guardforce
                                            AI Co., Limited, an exempted company with limited liability incorporated under the laws of
                                            the Cayman Islands with its principal address at 96 Vibhavadi Rangsit Road, Talad Bangkhen,
                                            Laksi, Bangkok 10210, Thailand (“the Purchaser”); and



 


		(3)	Handshake
                                            Networking Limited, a Hong Kong company (Company registration No. 887257) of Room 1002, 10/F,
                                            Win Century Centre, 2A Mong Kok Road, Mong Kok, Kowloon, Hong Kong (“the Company”).



 


WHEREAS:-


 


		(A)	The
                                            Company is a private company incorporated in Hong Kong. At the date of this Agreement, the
                                            Company has an issued share capital of HKD1,000.00 divided into 1000 ordinary shares (the
                                            “Shares”).



 


		(B)	The
                                            Vendor legally holds 1000 shares, representing 100% of the issued share capital of the Company.
                                            The Vendor agrees to sell, and the Purchaser agrees to purchase 510 shares, representing
                                            51% shareholdings of the Company (the “Sale Shares”).



 


		(C)	The
                                            Vendor is the registered and beneficial owner of the Sale Shares.



 


		(D)	The
                                            parties hereto agree to sign this Agreement on the terms and conditions hereinafter appearing.



 


NOW
IT IS HEREBY AGREED as follows:-


 


		1.	DEFINITIONS
                                            AND INTERPRETATIONS



 


		1.1	In
                                            this Agreement and the Recitals hereto unless otherwise expressed or required by context,
                                            the following expressions shall have the respective meanings set opposite thereto, as follows:-



 





	 	Expression	Meaning
	 	 	 
	 	“Business
    Day”	any day
    other than a Saturday, Sunday or public holiday on which The Hongkong and Shanghai Banking Corporation Limited is open for business
    in Hong Kong



 






    -1-


     


    




 


	 	“Company”	Handshake
    Networking Limited, whose particulars are set out in Schedule 1, and includes all subsidiaries for the purpose of Schedule 2
	 	 	 
	 	“Completion”	completion
    of the sale and purchase of the Sale Shares which is to be effected on the Completion Date
	 	 	 
	 	“Completion
    Date”	28
    February 2021
	 	 	 
	 	“HK$”	Hong Kong dollars
	 	 	 
	 	“US$”	United States dollars
	 	 	 
	 	“Hong Kong”	the Hong Kong Special Administrative
    Region of the PRC
	 	 	 
	 	“Consideration Shares”	at a total valuation of
    HK$2,550,000
	 	 	 
	 	“Purchase
    Price”	HK$2,550,000
    to be paid by a total of 131,105 common shares of the Purchaser. The Purchaser is presently quoted on the US OTCPK for the symbol
    GRDAF. Each share of the Purchaser is valued at US$2.50.
	 	 	 
	 	“Sale Shares”	the 510 shares beneficially
    owned by the Vendor representing 51% issued share capital of the Company
	 	 	 
	 	“Senior Management”	means the person(s) listed
    in Schedule 3
	 	 	 
	 	“Shares”	all shares in the capital
    of the Company
	 	 	 
	 	“Warranties”	the warranties,
    representations, and undertakings given by the Vendor to the Purchaser hereunder





 


		1.2	The
                                            headings to the Clauses of this Agreement are for ease of reference only and shall be ignored
                                            in interpreting this Agreement.



 


		1.3	References
                                            to Clauses, Schedules, Recitals and Annexures are references to clauses, schedules, recitals
                                            and annexures of this Agreement and all shall form part of this Agreement.



 


		1.4	Words
                                            and expressions in the singular include the plural and vice versa and words importing a gender
                                            include every gender.



 






    -2-


     


    




 


		1.5	References
                                            to person include any public body and any body of persons, corporate, unincorporated associations
                                            and partnership.



 


		1.6	References
                                            to Ordinances, statutes, legislation or enactments shall be construed as references to such
                                            Ordinances, statutes, legislation or enactments as may be amended or re-enacted from time
                                            to time and for the time being in force.



 


		2.	SALE
                                            AND PURCHASE OF SHARE



 


		2.1	Subject
                                            to the terms and conditions of this Agreement, the Vendor as beneficial owner hereby agrees
                                            to sell and the Purchaser hereby agrees to purchase at the Purchase Price the Sale Shares
                                            free from any and all options, liens, charges and encumbrances or third-party rights of whatsoever
                                            nature and with all rights now or hereafter becoming attached thereto (including, the right
                                            to receive all dividends and distributions declared, made or paid on or after the date hereof).



 


		2.2	Subject
                                            to the terms and conditions of this Agreement, it is agreed that the Purchase Price is to
                                            be paid by the Purchaser to the Vendor on the Completion Date by issuing and delivering the
                                            physical share certificate(s) of 131,105 common shares of the Purchaser free from encumbrances
                                            to the designated parties of the Vendor (the “Consideration Shares”). The Purchaser
                                            undertakes to assist the Vendor to complete the necessary registration of the Consideration
                                            Shares.



 


		2.3	If
                                            all of the conditions in Clause 3 are not satisfied by the date or dates specified in that
                                            Clause or the Purchaser validly terminates this Agreement, the Purchaser shall then have
                                            no obligation to issue the share certificate as mentioned in Clause 2.2 above to the Vendor
                                            and the Vendor shall have no obligation to sell the Sale Shares to the Purchaser.



 


		3.	CONDITIONS
                                            POST SIGNING AND AFTER COMPLETION



 


		3.1	Between
                                            the date hereof and until the Completion Date, the Vendor shall:-



 


		(a)	carry
on business in the normal course and in a manner consistent with the conduct of business before the date hereof;






		(b)	use
                                            reasonable endeavours to preserve its present relationships with customers, suppliers, distributors,
                                            creditors, lessors, employees, business associates and other persons with which it has material
                                            business relations; and



		(c)	procure
                                            that the Company promptly provides all documents, access and assistance as the Purchaser
                                            may reasonably require to complete its due diligence review.



 


		3.2	The
                                            Vendor shall use his best endeavours to assist in the matters in relation to change of record
                                            of shareholder and director with bank accounts of the subsidiaries of the Company and Company
                                            Registry’s record forthwith after Completion.



 


		4.	COMPLETION



 


		4.1	Completion
                                            shall take place on the Completion Date when:-



 


		(a)	the
Vendor shall deliver or procure the delivery to the Purchaser the following:-



 


		(i)	bought
and sold notes and instruments of transfer signed by the Vendor in favour of the parties as directed by the Purchaser in relation to
the Sale Shares;



 


		(ii)	share
certificate in respect of the Sale Shares;



 


		(iii)	the
                                            original certificate of incorporation and copies of the Memorandum and Articles of Association
                                            of the Company;



 


		(iv)	the
                                            statutory books of the Company made up to date and any unissued share certificates, and such
                                            other statutory records of the Company as may exist;



 


		(v)	retention
                                            agreements duly signed by key staff of the Company as mentioned in Schedule 3 hereof;



 


		(vi)	any
                                            necessary resolution and consent from every director of the Company to give effect to the
                                            entry into and performance by the Vendor of this Agreement;



 


		(vii)	annual
financial reports of the Company for the year of 2018, 2019 and 2020;



 


		(viii)	Form
ND2A with respect to the resignation of the present company secretary; and



 


		(ix)	updated
                                            Certificate of Incumbency of the Vendor.



 


		(b)	the
                                            Vendor will cause a meeting of the board of director(s) of the Company to be held at which
                                            resolutions shall be passed to:-



 


		(i)	approve
the transfer of the Sale Shares and the issue of new certificate for the Share in the name of the Purchaser; and



 


		(ii)	appoint
                                            such other persons as the Purchaser may nominate as directors, company secretary and auditors
                                            of the Company and resignation of the present company secretary to take effect upon Completion.



 






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		5.	REPRESENTATIONS,
                                            WARRANTIES AND UNDERTAKINGS



 


		5.1	The
Vendor hereby represents and warrants to and undertakes with the Purchaser that save as disclosed herein each of the Warranties set out
in Schedule 2 as at the date hereof and shall be for all times up to and including the Completion Date are true and correct in all respects.



 


		5.2	The
                                            Vendor shall on demand indemnify the Purchaser against any loss, damage, cost or expense
                                            suffered or incurred by the Purchaser or the Company arising directly or indirectly from
                                            the breach of any of the Warranties or any other terms of this Agreement (the “Undertaking”),
                                            such loss, damage, cost and expense including, but not limited to:



 


		(a)	any
                                            cost of correcting or restoring the subject matter to the warranted or covenanted state or
                                            condition;



 


		(b)	any
                                            consequential loss suffered by the Purchaser as a result of or in connection with such breach;



 


		(c)	any
                                            internal costs incurred by the Purchaser as a result of or in connection with the rectification
                                            of such breach; and



 


		(d)	all
                                            solicitors, accountants and other adviser's costs, including legal or other costs associated
                                            with the enforcement or realisation of this indemnity.



 


		5.3	(a)
                                            The Vendor acknowledges that the Purchaser has entered into this Agreement in reliance
                                            upon the Vendor’s Warranties.



 


		(b)	Each
of the warranties shall constitute a separate and independent warranty, and the Purchaser shall have a separate claim and right of action
in respect of every breach of any of the Warranties.



 


		(c)	The
Vendor’s Warranties shall survive Completion.



 


		(d)	The
Vendor shall give, and shall procure the Company to give, to the Purchaser, information and documentation relating to the Company as
the Purchaser shall reasonably require to enable them to satisfy themselves as to the accuracy and due observance of the Vendor’s
Warranties.



 


		5.4	The
Vendor warrants that the key staff of the Company (as described in Schedule 3 hereto) shall enter into individual retention agreements
with the Company on Completion.



 






    -4-


     


    




 


		5.5	The
Vendor agrees that the Purchaser shall have the right to appoint certain employees to the Company to participate in the business operation,
exact arrangement to be agreed.



 


		5.6	The
                                            Vendor agrees not to sell any Consideration Shares until two years after the date of Completion
                                            (the “Lockup Period”).



 


		5.7	The
                                            Vendor warrants that it shall not sell the remaining 49% of the Company to any third party
                                            except for the Purchaser.



 


		5.8	Both
parties agree that apart from the Lockup Period as stated in Clause 5.6 above, the Consideration Shares (at a total valuation of HK$2,550,000)
shall also be subject to the clawback for the targets as follows: (i) 25% of the Consideration Shares (ie HK$637,500) shall be subject
to the revenue target of the Company in 2021 (HK$5,000,000); (ii) 25% of the Consideration Shares (ie HK$637,500) shall be subject to
the net profit target of the Company in 2021 (HK$200,000); (iii) 25% of the Consideration Shares (ie HK$637,500) shall be subject to
the revenue target of the Company in 2022 (HK$7,500,000); and (iv) the remaining 25% of the Consideration Shares (ie HK$637,500) shall
be subject to the net profit target of the Company in 2022 (HK$750,000). The difference between the targets above and the final respective
revenue and net profit figures as reflected in the audited accounts shall be the amount of Consideration Shares to be clawed back. The
transfer price of the Consideration Shares when clawed back shall be US$2.50 per share.



 


		5.9	Subject
to the rules of PCI (the PCI Security Standards Council), and at a mutually-agreed time after Completion, the Vendor agrees to facilitate
and support the process of creating a new PCI ASV (the Approved Scanning Vendor) certification for the Purchaser in a region of their
choosing.



 


		5.10	Both
                                            parties agrees that in the event that the Company needs to raise further working capital
                                            after Completion, the Purchaser, subject to a mutually agreed business plan, agrees to provide
                                            further working capital to the Company in the form of shareholder’s loan. The shareholder’s
                                            loan shall be interest bearing at a rate to be determined. 



 


		5.11	Mr.
                                            Richard James Stagg (Holder of HKID No.R087548(0)) and Mr. David William Walker (Holder of
                                            HKID No.XD836507(0)) agree(s) to jointly and severally warrant for the performance of obligations
                                            and liabilities of the Vendor and the Company under this Agreement.



 


		5.12	It
is hereby agreed that the Purchaser shall have the right to add more warranty clauses (by way of supplemental agreement or side letter)
after completing the due diligence review before Completion.



 






    -5-


     


    




 


		6.	SEVERABILITY



 


If
at any time any one or more provisions hereof is or becomes invalid, illegal, unenforceable or incapable of performance in any respect,
the validity, legality, enforceability or performance of the remaining provisions hereof shall not thereby in any way be affected or
impaired.


 


		7.	ENTIRE
                                            AGREEMENT



 


This
Agreement constitutes the entire agreement and understanding between the parties hereto in connection with the sale and purchase of Share
under this Agreement and supersedes all previous negotiation proposals, representations, understanding, warranties, agreements or undertakings
relating thereto whether oral, written or otherwise.


 


		8.	TIME



 


		8.1	Time
                                            shall be of the essence of this Agreement in every respect.



 


		8.2	No
                                            time or indulgence given by any party to the other shall be deemed or in any way be construed
                                            as a waiver of any of its rights and remedies hereunder.



 


		9.	ASSIGNMENT



 


This
Agreement shall not be assignable by any party hereto without the consent of the other party whose consent shall not be unreasonably
withheld.


 


		10.	NOTICES
                                            AND OTHER COMMUNICATIONS



 


		10.1	All
notices, requests, reports, submissions and other communications permitted or required to be given under this Agreement shall be deemed
validly served by hand delivery or by fax or by telex or by prepaid registered letter sent through the post to the parties’ addresses
given hereinbelow until such time as any party shall give to the other party hereto not less than 5 Business Days prior written notice
of a change of address in accordance with the provisions hereof and any notice served by hand shall be deemed to have been served on
delivery, any notice served by fax or by telex shall be deemed to have been served on receipt of answerback advice, and any notice served
by prepaid registered letter shall be deemed to have been served 3 Business Days after the time at which it was posted and in proving
service it shall be sufficient to prove that the notice was properly addressed and delivered or sent or posted, as the case may be.



 


		11.	COSTS
                                            AND EXPENSES



 


		11.1	The
parties shall bear their own legal and professional fees, stamp duties, costs and expenses in the preparation and completion of this
Agreement, and any other documents in relation thereto and in connection with the sale and purchase herein. The parties also hereby expressly
state that he/she has consulted his/her own independent lawyers and/or other professional party(ies) before entering into this Agreement.



 






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		12.	INTELLECTUAL
                                            PROPERTY RIGHTS



 


		12.1	The
                                            Vendor agrees that the Purchaser shall have rights to use the intellectual property rights
                                            registered under the Company’s name (if any), inter alia, any trademarks, copyrights
                                            and patents. Any license agreement may be reached if requested or necessary with regard to
                                            the use of any above-mentioned intellectual property rights.



 


		13.	GOVERNING
                                            LAW AND JURISDICTION



 


		13.1	This
Agreement is governed by and shall be construed in accordance with the laws of Hong Kong and the parties hereto hereby irrevocably submit
to the non-exclusive jurisdiction of the Hong Kong Courts.



 


		14.	OTHER
                                            PROVISIONS



 


		14.1	It
is hereby declared that (if the context permits or requires) words importing the singular number shall include the plural number and
vice versa; words importing the masculine gender shall include the feminine gender and the neuter gender; words importing persons shall
include corporation.



 


[Signature
page to follow]



 






    -7-


     


    




 


AS
WITNESS whereof the parties hereto have signed this Agreement on the date set forth on the first page of this Agreement.


 





	SIGNED
    by, a director	)
	for
    and on behalf of	)
	Quantum
    Infosec Inc.	)
	 	)
	 	)
	in
    the presence of: [   ]	)
	 	 
	SIGNED
    by Terence Yap, a director	)
	for
    and on behalf of	)
	Guardforce
    AI Co., Limited	)
		) 
	in
    the presence of: [   ]	)
	 	 
	SIGNED
    by, a director	)
	for
    and on behalf of	)
	Handshake
    Networking Limited	)
		) 
	in
    the presence of: [    ]	)
	 	 
	For
    the purpose of Clause 5.11:	 
	 (I)
    SIGNED SEALED and DELIVERED	) 
	 	 
	(I)
    by Mr Richard James Stagg	)
	(Holder
    of HKID No.R087548(0))	)
		) 
	in
    the presence of: [    ]	)
	 	 
	(II)
    SIGNED SEALED and DELIVERED	)
	by
    Mr David William Walker	)
	(Holder
    of HKID No.XD836507(0))	)
	 	)
	in
                                            the presence of: [   ]

                                                                                
	)



 






    -8-


     


    

 


SCHEDULE
1


 


PARTICULARS
OF THE COMPANY


 





	(1)	Company
    Name	:	Handshake
    Networking Limited
	 	 	 	 
	(2)	Company
    No.	:	887257
	 	 	 	 
	(3)	Place
    of Incorporation	:	Hong
    Kong
	 	 	 	 
	(4)	Date
    of Incorporation	:	8
    March 2004
	 	 	 	 
	(5)	Registered
    Office	:	Room
    1002, 10/F, Win Century Centre, 2A Mong Kok Road, Mong Kok, Kowloon, Hong Kong
	 	 	 	 
	(6)	Issued
    and paid-up Share Capital	:	HKD1,000.00
	 	 	 	 
	(7)	Shareholder
    and Shareholdings	:	Quantum
    Infosec Inc. (incorporated in the British Virgin Islands) holding 100% issued shares
	 	 	 	 
	(8)	Directors	:	Richard
    James STAGG; David William WALKER





 




    -9-


     


    

 


SCHEDULE
2


 


WARRANTIES


 


The
Vendor hereby represents and warrants to the Purchaser that all representations and statements set out in this Schedule 2 or otherwise
contained in this Agreement are and will be true and accurate as at the date hereof with reference to the facts and circumstances subsisting
at such time.


 


		1.	General



 


		1.1	The
                                            Vendor has full power and authority, and has obtained all necessary consents and approvals,
                                            to enter into this Agreement and to exercise his rights and perform his obligations hereunder
                                            and (where relevant) all corporate and other actions required to authorize the execution
                                            of this Agreement and its performance of its obligations hereunder have been duly taken.
                                            This Agreement is a legal, valid and binding agreement on the Vendor and is enforceable in
                                            accordance with its terms.



 


		1.2	The
                                            obligations of the Vendor under this Agreement shall at all times constitute direct, unconditional,
                                            unsecured, unsubordinated and general obligations of, and shall rank at least pari passu
                                            with, all other present and future outstanding unsecured obligations, issued, created or
                                            assumed by the Vendor.



 


		1.3	The
                                            execution, delivery and performance of this Agreement by the Vendor does not and shall not
                                            violate in any respect any provision of:



 


		(a)	any
                                            law or regulation or any order or decree of any governmental authority, agency or court of
                                            Hong Kong;



 


		(b)	the
                                            laws and documents incorporating and constituting the Vendor; or



 


		(c)	any
                                            agreement or other undertaking to which the Vendor or the Company is a party or which is
                                            binding upon it or any of its assets, and does not and shall not result in the creation or
                                            imposition of any encumbrance on any of its assets pursuant to the provisions of any such
                                            agreement or other undertaking.



 


		1.4	All
                                            information given by or on behalf of the Vendor or the Company to the Purchaser or any of
                                            their representatives was when given and is at the date of this Agreement true, complete
                                            and accurate in all respects and not misleading in any respect.



 


		1.5	All
                                            information about the Company and the Sale Shares which, if disclosed, may reasonably have
                                            been expected to affect the decision of the Purchaser to enter into this Agreement or cause
                                            the Purchaser to reduce its assessment of the value of the Sale Shares or cause it to seek
                                            additional contractual obligations, has been disclosed on the basis of the utmost good faith
                                            to the Purchaser in writing prior to the date of this Agreement.



 






    -10-


     


    




 


		2.	Shares



 


		2.1	The
                                            Sale Shares represent 51% of the issued share capital of the Company. The Sale Shares were
                                            allotted, issued and fully paid up in accordance with the constitutional documents of the
                                            Company and all relevant laws.



 


		2.2	The
                                            Sale Shares are legally and beneficially owned by the Vendor free from all liens, claims,
                                            equities, charges, encumbrances or third party rights of whatsoever nature.



 


		2.3	No
                                            consent of, or filing or registration with, any third party (including any regulatory body)
                                            is required by the Vendor or the Company (or as far as the Vendor are aware by the Purchasers)
                                            for the sale and purchase of any of the Sale Shares and the performance of this Agreement.



 


		2.4	There
                                            is no option, right to acquire, mortgage, charge, pledge, lien or other form of security
                                            or encumbrance on, over or affecting the Sale Shares or any part of the issued or unissued
                                            share capital of the Company and there is no agreement or commitment to give or create any
                                            of the foregoing and no claim has been made by any person to be entitled to any of the foregoing
                                            which has not been waived in its entirety or satisfied in full.



 


		2.5	There
                                            is no agreement or commitment outstanding which calls for the allotment or issue of, or accords
                                            to any person the right to call for the allotment or issue of, any shares or securities in
                                            or debentures of the Company.



 


		3.	Compliance
                                            with Laws



 


		3.1	The
                                            Company has been and remains validly incorporated or established in accordance with all applicable
                                            laws and regulations of Hong Kong and has not committed any criminal, illegal or unlawful
                                            act and there is no violation of or default with respect to any ordinance, statute, regulation,
                                            order, decree of judgment of any court or government agency of Hong Kong (either in respect
                                            of environmental matters or otherwise). All corporate or other documents required to be filed
                                            or registered in respect of the Company with the relevant authorities have been duly filed.



 


		3.2	All
                                            shares, debentures or other securities issued or allotted by the Company have been and remain
                                            validly issued or allotted.



 






    -11-


     


    




 


		3.3	The
                                            Company (and its directors as such) has at all times prior to Completion complied with its
                                            constitutional documents and all applicable legislation and obtained and complied with all
                                            necessary licenses, consents and other permissions and regulatory or third party approvals
                                            (together "Licenses") relevant to the business of (including transactions entered
                                            into by) the Company (whether in the country in which it is incorporated or elsewhere). All
                                            Licenses are in full force and effect and there is no circumstance which might invalidate
                                            any Licenses or render it liable to forfeiture or modification or affect its renewal.



 


		3.4	The
                                            Company has not committed any breach of contract or statutory duty or any other unlawful
                                            act which could lead to a claim for damages against it and no event has occurred as regards
                                            the Company which would entitle any third party to terminate any contract or any benefit
                                            enjoyed by the Company or call in any money before its normal due date.



 


		3.5	None
                                            of the Company’s assets or processes used in or aspects of the Company’s business
                                            involves the use, discharge or disposal of materials which is hazardous or otherwise regulated
                                            by any environmental legislation or other laws of Hong Kong, or which may lead to any possible
                                            claim by a third party for pollution, contamination, or environmental damage, or which may
                                            require the Company to repair, clean up or otherwise take any remedial action in relation
                                            to any environmental damage or degradation.



 


		4.	Taxation



 


		4.1	The
                                            Company has complied with all other relevant legal requirements relating to registration
                                            or notification for Taxation purposes.



 


		4.2	The
                                            Company has:



 


		(a)	paid
                                            or accounted for all Taxation (if any) due to be paid or accounted for by it to the competent
                                            fiscal authority before the date of this Agreement; and



 


		(b)	taken
                                            all reasonable steps to obtain any repayment of or relief from Taxation available to it.



 


		4.3	The
                                            returns which ought to have been made by or in respect of the Company for any Taxation purposes
                                            have been made and all such returns have been prepared on a correct and proper basis.



 


		5.	Litigation



 


		5.1	The
                                            Company is not a party to any litigation, arbitration, prosecution, dispute, investigation
                                            or to any other legal or contractual proceeding (together "Proceedings").



 






    -12-


     


    




 


		5.2	No
                                            Proceedings are threatened or pending either by or against the Company or against any person
                                            for whose acts or defaults the Company may be vicariously liable and there are no facts known
                                            to the Company or any of its Directors which might give rise to any such Proceedings or to
                                            any payment.



 


		5.3	The
                                            Company is not subject to any order or judgment given by any court or governmental agency
                                            and has not been a party to any undertaking or assurance given to any court or governmental
                                            agency which is still in force nor are there any facts or circumstances which would be likely
                                            to result in the Company becoming subject to any such order or judgment or being required
                                            to be a party to any such undertaking or assurance.



 


		6.	Transactions
                                            after incorporation



 


The
Company has carried on its business in the ordinary course so as to maintain the same as a going concern and has not:


 


		(a)	issued
                                            or repaid or agreed to issue or repay any share or loan capital in whole or in part (other
                                            than indebtedness to its bankers) nor has it become bound or liable to be called upon to
                                            repay prematurely any loan capital or borrowed money;



 


		(b)	declared,
                                            made or paid any dividends or made any other distribution out of profits, reserves or capital
                                            and no loans or loan capital has been repaid in whole or in part;



 


		(c)	engaged
                                            in, or entered into, any business activities or transactions which are either outside its
                                            ordinary course of day-to-day trading operations or which have not been entered into for
                                            full value, on normal commercial terms and on an arms length basis;



 


		(d)	depleted
                                            its assets by any unlawful act on the part of any person;



 


		(e)	incurred
                                            any capital expenditure or undertaken or authorised any capital commitments with an aggregate
                                            value in excess of HK$1,000,000.00;



 


		(f)	committed
                                            any breach which would entitle any third party (with or without the giving of notice) to
                                            call for the repayment of indebtedness prior to its normal maturity date;



 


		(g)	increased,
                                            or agreed to increase, the remuneration (including bonuses) payable to any director or employee
                                            except for their normal salary increment;



 






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		(h)	realised
                                            any book debts for less than their face amount, and no indication has been received that
                                            any debt now owing to any of the members of the Company may not be recovered in full;



 


		(i)	has
                                            been affected by any abnormal factor in any material respect;



 


		(j)	materially
                                            defaulted in any of its contractual obligations;



 


		(k)	suffered
                                            any material adverse change in its turnover or financial or trading position;



 


		(l)	discontinued
                                            to pay its creditors in the ordinary course of business; or



 


		(m)	encountered
                                            any further liability or contingent liability for taxation otherwise than as a result of
                                            tracing activities in the ordinary course of its business.



 


		7.	Contracts
                                            and Commitments 



 


		7.1	The
                                            Company is not in breach of any deed, agreement or undertaking to which it is a party, nor
                                            does it have any outstanding actual or contingent liability in respect of any previous deeds,
                                            agreements or undertakings to which it has been a party.



 


		7.2	Except
                                            for the Sino-American political reasons which may affect the PCI ASV certification, the Vendor
                                            is not aware of the invalidity, or of any grounds for determination, recession, avoidance
                                            or repudiation, of any agreement to which the Company is a party.



 


		7.3	In
                                            relation to all agreements to which the Company is a party (the "Business Agreements"):



 


		(a)	each
                                            Business Agreement is valid, binding and legally enforceable against the parties thereto
                                            in accordance with its terms;



 


		(b)	no
                                            party to any Business Agreement is in breach of any of the terms thereof; and



 


		(c)	all
                                            approvals or consents required from any regulatory authorities or third parties in connection
                                            with the Business Agreements have been obtained and remain current.



 






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		7.4	Save
                                            as disclosed to the Purchaser by the Vendor, the Company is not a party to or has any liability
                                            in respect of:



 


		(a)	any
                                            contracts which are unusual or of a long-term nature (i.e. more than one year) save and except
                                            those long-term contracts listed in Schedule 4 or involving or which may involve obligations
                                            on it of a nature or magnitude calling for special mention or which cannot be fulfilled or
                                            performed profitably, or on time, or without undue or unusual expenditure of money or effort;



 


		(b)	any
                                            agreement entered into otherwise than by way of bargain at arm's length;



 


		(c)	any
                                            arrangements (contractual or otherwise) which may be terminated or prejudicially affected
                                            as a result of the sale of the Sale Shares or of compliance with any other provision of this
                                            Agreement;



 


		(d)	any
                                            contract with any director or associate of the Company or any shareholder of the Company
                                            or any of their associates;



 


		(e)	any
                                            management, agency, joint venture, partnership or similar agreements;



 


		(f)	any
                                            mortgages, debentures, charges, rights of security or third-party rights of any kind whatsoever
                                            over any of the assets of the Company;



 


		(g)	any
                                            loan agreement, overdraft facility, guarantee, indemnity or letter of credit or leasing,
                                            hiring, hire purchase, credit sale or conditional sale agreement (except for the current
                                            loan from shareholder);



 


		(h)	any
                                            agreement to factor its debts or otherwise engage in financing of a type which would not
                                            require to be shown or reflected in the accounts;



 


		(i)	any
                                            contract or commitment involving, or likely to involve, obligations or expenditure of an
                                            unusual or exceptional nature or magnitude;



 


		(j)	any
                                            agreement which restricts its freedom to carry on any business in any part of the world in
                                            such manner as it thinks fit or its ability to disclose or use the information in its possession
                                            (save and except for the PCI agreement signed between PCI Security Standards Council and
                                            Handshake Networking Limited);



 


		(k)	any
                                            outstanding offer or agreement which is likely to result in the Company incurring a loss
                                            in fulfilling its obligations thereunder;



 


		(l)	any
                                            guarantee, warranty, or representation, in respect of goods or services supplied or contracted
                                            to be supplied by it or any liability or obligation that would apply after any such goods
                                            or services had been supplied by it;



 


		(m)	any
                                            agreement which cannot be terminated by it without payment of punitive compensation by less
                                            than 90 days’ notice, or which imposes any obligation to be performed by it more than
                                            365 days from the date of the agreement;



 






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		(n)	any
                                            agreement to which any of the Vendor is a party and which requires to be assigned to or vested
                                            in the Company to enable the Company to carry on its business or enjoy the rights to the
                                            same extent as carried on or enjoyed prior to the date of this Agreement;



 


		(o)	any
                                            contract or arrangement for the sharing of profits with any other person or for the payment
                                            to any other person of any sum dependent on the profits of the Company; or



 


		(p)	any
                                            powers of attorney or other authorities (express or implied) which are still outstanding
                                            or effective to or in favour of any person to enter into any contract or commitment or to
                                            do anything on its behalf.



 


		8.	Solvency



 


		8.1	The
                                            Company is solvent and able to pay its debts as they fall due and has assets of greater value
                                            than its liabilities.



 


		8.2	No
                                            order has been made or petition presented or resolution passed for the winding up of the
                                            Company, nor has any distress, execution or other process been levied against the Company
                                            or action taken to repossess goods in the possession of the Company.



 


		8.3	No
                                            steps have been taken for the appointment of an administrator or receiver of any part of
                                            the Company's property and the Company has not made or proposed any arrangement or composition
                                            with its creditors or any class of its creditors.



 


		8.4	No
                                            floating charge created by the Company has crystallised and there are no circumstances likely
                                            to cause such a floating charge to crystallise.



 


		8.5	The
                                            Company is not a party to any transaction which could be avoided in a winding up.



 


		9.	Insurance



 


		9.1	The
                                            Company has effected and maintains valid policies of insurance in an amount and to the extent
                                            (including third party liability) that it is prudent to do so in the business carried on
                                            by it. All premiums due in respect of such policies of insurance have been paid in full and
                                            all other material conditions of the policies have been performed and observed in full. Nothing
                                            has been done or omitted to be done whereby any of the policies has or may become void or
                                            voidable and none of the policies is subject to any special or unusual terms or restrictions
                                            or to the payment of any premium in excess of a fair market rate.



 






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		9.2	No
                                            claim is outstanding either by the insurer or the insured under any of the said policies
                                            and no claim against the Company by any third party is outstanding in respect of any risk
                                            covered by any of the policies or by any policy previously held by the Company.



 


		9.3	The
                                            Company is not aware of any circumstances which would or might entitle the Company to make
                                            a claim under any of the policies or which would or might be required under any of the policies
                                            to be notified to the insurers.



 


		9.4	The
                                            Company is not aware of any circumstances which would or might increase the insurance premium.



 


		10.	Premises



 


		10.1	In
                                            respect of the Company:



 


		(a)	it
                                            has the right to the full use, occupation and enjoyment of all the premises currently used
                                            or occupied by it (the "Premises"), written valid and subsisting tenancy agreements
                                            or leases with the Company exist for each of the Premises, all legislation and government
                                            rules, regulations, bye-laws and orders in the jurisdictions in which the Premises are located
                                            and relevant to the use and occupation of the Premises by the Company, whether of a national
                                            or a local nature, have been complied with in full and all government consents and approvals
                                            have been obtained;



 


		(b)	in
                                            respect of any tenancy agreements or leases relating to the Premises, such agreements or
                                            leases contain provisions commonly included for the protection of the tenant, do not contain
                                            any unusually onerous covenants or obligations on the part of the tenant, all variations
                                            have been provided to the Purchaser and the Company has performed all covenants (including
                                            the payment of any rents or license fees), obligations and restrictions therein required
                                            to be performed by it;



 


		(c)	there
                                            are no rights, interests, covenants, conditions, restrictions, exceptions, reservations,
                                            licenses, easements, agreements, claims or any other matters or things which may adversely
                                            affect its use, occupation and enjoyment of the Premises for the purpose of the business
                                            now being carried on at the Premises by it;



 


		(d)	there
                                            are no disputes or outstanding or expected notices (whether given by a lessor, a licensor,
                                            a governmental authority or any other person) affecting the Company's continuing use of the
                                            Premises, there are no rights for a lessor to vary the terms of or to terminate a tenancy
                                            agreement or lease and there are no circumstances (including the proposed sale of the Sale
                                            Shares) which would entitle or require a lessor, a licensor or any other person to exercise
                                            any power of entry upon or to take possession of the Premises or which could otherwise restrict
                                            or terminate the continued possession and occupation thereof; and



 






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		(e)	the
                                            Premises are in good and substantial repair and condition and no flooding, subsidence or
                                            other defect of any kind adversely affects or has adversely affected the Premises.



 


		11.	Confidential
                                            Information



 


		11.1	The
                                            Company is not aware of any misuse of confidential information belonging to third party.



 


		11.2	There
                                            was no disclosure of Company’s confidential information to any third party.



 


		12.	Miscellaneous



 


		12.1	The
                                            Company has not itself nor vicariously:



 


		(a)	committed
                                            any breach of any statutory provision, order, bye-law or regulation binding upon it or of
                                            any provision of its memorandum of association or articles of association or of any trust
                                            deed, agreement or license to which it is a party or of any covenant, mortgage, charge or
                                            debenture given by it;



 


		(b)	entered
                                            into any transaction which is or may be unenforceable by reason of the transaction being
                                            voidable at the instance of any other party or ultra vires, void or illegal; or



 


		(c)	omitted
                                            to do anything required or permitted to be done by it necessary for the protection of its
                                            respective title to or for the enforcement or the preservation of any order or priority of
                                            any properties or rights owned by it.



 


		12.2	No
                                            one is entitled to receive from the Company any finder's fee, brokerage or commission in
                                            connection with the sale of the Sale Shares.



 


		12.3	The
                                            Company owns the trademark(s), copyright and patent (collectively the “Intellectual
                                            Properties”) as already disclosed to the Purchaser. The Company warrants that the Intellectual
                                            Properties are good and free of any litigation and encumbrances.



 






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SCHEDULE
3


 


SENIOR
MANAGEMENT


 


1.
Mr Richard James Stagg (Holder of Hong Kong Identity Card No. R087548(0)) of Flat B 23/F Block 5, Coastal Skyline, 12 Tung Chung Waterfront
Road, Tung Chung, NT


 


2.
Mr David William Walker (Holder of Hong Kong Identity Card No. XD836507(0)) of 1/F House 20, San Shek Wan Village, Lantau Island, NT


 


3.
Mr Jian Cheng (“JC”) Situ (Holder of Hong Kong Identity Card No. R220275(0)) of Room 650, Kam Wah House, Choi Hung Estate,
Kowloon





 






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SCHEDULE
4


 


LONG
TERM CONTRACT


 


 -20-