Thingsocket Clause Samples
Thingsocket. Based solely on our review of the Documents [and Thingsocket’s confirmation provided to us], at the commencement of the Track Record Period, Thingsocket was wholly-owned by Future Dimension Holdings Limited, a company incorporated in the British Virgin Islands. On 14 July 2023, Future Dimension Holdings Limited transferred its 98,000 shares to Maxway Enterprises Limited. On 28 March 2024, Future Dimension Holdings Limited transferred its remaining 102,000 shares in Thingsocket to Ultra High Point. As of the date of this opinion, Thingsocket is owned as to 49% by Maxway Enterprises Limited and 51% by Ultra High Point. Ultra High Point Ordinary 102,000 51 % Maxway Enterprises Limited Ordinary 98,000 49 % Based solely on our review of the register of members dated [*] of Thingsocket, the abovenamed shareholders are the current registered holders and the current legal owners of all the issued shares in Thingsocket and are entitled to the equity of Thingsocket and the rights and interests attached thereto. [Based solely on Thingsocket’s confirmation provided to us], the shareholders’ interest in Thingsocket is free from any encumbrances such as mortgage, lien, pledge, charge, title retention, right to acquire, security interest, option, pre-emptive or other similar right, right of first refusal, third-party right, instruction or any other encumbrance or condition whatsoever as at the date of this opinion. Based solely on our review of the Documents, there is only one class of shares for Thingsocket, i.e. ordinary shares with the same voting rights. There is no nominee, voting or trust arrangements in relation to the shares of Thingsocket.
Thingsocket. Based solely on the Documents, the articles of association were duly registered with the Companies Registry of Hong Kong upon incorporation. The articles of association have not been amended since Thingsocket’s incorporation. Subject to the Companies Ordinance, the articles of association do not contain any unusual provisions that affect the voting rights of its shareholders. Pursuant to section 11 of the Companies Ordinance, inter alia, a private company must by its articles restrict a member’s right to transfer shares. In this respect, article 8(c) of the articles of association provides that no invitation shall be issued to the public to subscribe for any shares or debentures Thingsocket; and article 36 provides that the directors may in their absolute discretion refuse to register the transfer of a share. Accordingly, transfer of shares in Thingsocket by its shareholders shall be approved by its directors. Subject to the requirements under the Companies Ordinance, the articles of association do not contain any unusual provision that affects the declaration of, or payment of dividends to, shareholders. Thingsocket has the corporate power to carry on its business in the manner as currently conducted by it within the scope permitted under their articles of association and business licences, if any.
Thingsocket. Based solely on our review the register of charges of Thingsocket, the Searches and [Thingsocket’s confirmation] provided to us, there is no registered charges over the securities or assets of Thingsocket.
Thingsocket. Without reviewing the relevant resolutions or conducting any further investigation or search and based solely on our review of the Documents and [Thingsocket’s confirmation], Thingsocket has entered into following tenancy agreements which are governed under the laws of Hong Kong for its premises in Hong Kong:
Thingsocket. The current corporate structure of Thingsocket Solutions Limited is as follows: Company Name : Thingsocket Solutions Limited (網智物聯有限公司)
Thingsocket. Based on the Searches, Thingsocket is a company with limited liability duly incorporated and validly existing under the laws of Hong Kong and is in continuing registration with the Companies Registry of Hong Kong. Thingsocket can sue and be sued in its own name in the courts of Hong Kong and under the laws of Hong Kong to the extent that the courts of Hong Kong have or assume jurisdiction and the Hong Kong courts do not exercise their discretion to stay any such proceedings.
Thingsocket. Thingsocket has obtained the following business registration certificates during the Track Record Period for its business carried out in Hong Kong. Details of the business registration certificates during the Track Record Period are as follows: Thingsocket Solutions Limited F▇▇▇ ▇▇▇, ▇/▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, N.T., Hong Kong Trading Investment Consultation Manufacturing 1 April 2024 – 31 March 2025 UniNet InfoSystem Limited F▇▇▇ ▇▇▇, ▇/▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, N.T., Hong Kong Trading Investment Consultation Manufacturing 1 April 2024 – 31 March 2025 UniNet InfoSystem Limited F▇▇▇ ▇▇▇, ▇/▇., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇ ▇▇▇▇ ▇▇▇▇▇▇ Street, T▇▇▇▇▇ ▇▇▇▇ ▇, Hong Kong Trading Investment Consultation Manufacturing 1 April 2023 – 31 March 2024 Based solely on our review of the Documents, save for the business registration in accordance with the Business Registration Ordinance, with which Thingsocket has duly complied in all material respects, Thingsocket is not required to obtain any other material permit, licence or approval in Hong Kong in order to engage in the provision of system and solution and consultancy services. Based solely on our review of the Documents, the current business registration certificate covering the period from 1 April 2024 to 31 March 2025 is valid and has not expired, been varied or revoked and remains in full force and effect.
Thingsocket. As of the date of this opinion, Thingsocket recorded net profits for the tax year ended 31 March 2024 and pending the assessment from the Inland Revenue Department.
