AMTD DIGITAL INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • June 16th, 2021 • AMTD Digital Inc. • Finance services • New York
DEPOSIT AGREEMENT dated as of , 2021 among AMTD DIGITAL INC., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2021 by and between AMTD Digital Inc., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between AMTD Digital Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual with [passport/ID number] (the “Executive”).
DATED December 19, 2019 Maoyan Entertainment and AMTD Digital Inc. SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong
The Company desires to issue and sell to the Investor, and the Investor desires to purchase from the Company certain number of class A ordinary shares, par value US$0.0001 per share, of the Company (the “A Shares”) on the terms and conditions set forth in this Agreement.
TRANSITIONAL SERVICES AGREEMENT Between AMTD GROUP COMPANY LIMITED and AMTD DIGITAL INC. Dated as of May 18, 2021Transitional Services Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong
This Transitional Services Agreement is dated as of May 18, 2021, by and between AMTD Group Company Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“AMTD Parent”), and AMTD Digital Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“AMTD Digital”).
•] CLASS A ORDINARY SHARES AMTD DIGITAL INC. CLASS A ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE IN THE FORM OF AMERICAN DEPOSITARY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2021 • AMTD Digital Inc. • Finance services • New York
The undersigned understands that you (the “Representatives”) and certain other firms (together with the Representatives, the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriters of Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) in the form of American Depositary Shares (the “American Depositary Shares” and together with the Ordinary Shares, the “Securities”), of AMTD Digital Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and that the Underwriters propose to reoffer the Securities to the public (the “Offering”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 30th, 2022 • AMTD Digital Inc. • Finance services
WHEREAS, The Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller all issued shares of AMTD Assets (defined below) on the terms and conditions set forth in this Agreement. AMTD Assets holds a global portfolio of premium whole building properties, with a fair market value of approximately US$500 million. After deducting the outstanding liabilities associated with the properties, the net asset value of AMTD Assets amounted to approximately US$268 million.
DATED 09 April 2020 Chestnut Business Limited and AMTD Digital Inc. SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong
WHEREAS, The Company desires to issue and sell to the Investor, and the Investor desires to subscribe to and purchase from the Company certain number of Class A Shares (defined below) of the Company on the terms and conditions set forth in this Agreement.
NON-COMPETITION AGREEMENT Between AMTD GROUP COMPANY LIMITED and AMTD DIGITAL INC. Dated as of May 18, 2021Non-Competition Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong
This Non-Competition Agreement is dated as of May 18, 2021, by and between AMTD Group Company Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“AMTD Parent”), and AMTD Digital Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“AMTD Digital”) (each of AMTD Parent and AMTD Digital a “Party” and, together, the “Parties”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong
WHEREAS, The Company desires to issue and sell to the Investor, and the Investor desires to subscribe to and purchase from the Company certain number of Class A Shares (defined below) of the Company on the terms and conditions set forth in this Agreement.
SHARE PURCHASE AGREEMENT BY AND AMONG AMTD DIGITAL INC. POLICYPAL PTE. LTD. YAP WEN YIN VALENZIA and THE SELLING SHAREHOLDERS NAMED HEREIN Dated as of June 11, 2020Share Purchase Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong
This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of June 11, 2020, is entered into by and between (i) AMTD Digital Inc., an exempted company incorporated under the Laws of the Cayman Islands (the “Purchaser”), (ii) PolicyPal Pte. Ltd., a private company limited by shares incorporated under the Laws of Singapore (the “Target Company”), and (iii) Yap Wen Yin Valenzia, formerly known as Val Ji-Hsuan Yap (the “Founder”), and the other Persons set forth in Schedule A hereto (collectively and including the Founder, the “Selling Shareholders” and individually a “Selling Shareholder”).
MASTER TRANSACTION AGREEMENT Between AMTD GROUP COMPANY LIMITED and AMTD DIGITAL INC. Dated as of May 18, 2021Master Transaction Agreement • May 20th, 2021 • AMTD Digital Inc. • Finance services • Hong Kong
This Master Transaction Agreement is dated as of May 18, 2021, by and between AMTD Group Company Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“AMTD Parent”), and AMTD Digital Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“AMTD Digital”) (each of AMTD Parent and AMTD Digital a “Party” and, together, the “Parties”).
