ACCOUNTS RECEIVABLES PURCHASE AGREEMENT
Exhibit 10.25
ACCOUNTS RECEIVABLES PURCHASE AGREEMENT
This Accounts Receivables Purchase Agreement (the “Agreement”) is effective 28 December 2022,
| BETWEEN: | First Fertility PGS Center Ltd (the “Seller”), with its head office located at Units 39-40 Level 13, P.S. Tower, 00 Xxxxx Xxxx (Xxxxxxxxx 00), Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 |
| AND: | Xxxxxx Xxx (the “Purchaser”), 1st Floor, Central Pier 2, Hong Kong |
PURCHASE AND SALE OF RECEIVABLES
The Seller requests the Buyer to purchase the following Accounts Receivables and the Buyer elects to purchase the following Accounts Receivables –
| 2022 Xxxxxx Xxx referral clients | 33,362,641.70 | |||
| Master Service Agreement* | 4,020,000.00 | |||
| Xxxxxx Xxx referral clients referred to Phyathai 3 Hosp | 428,400.00 | |||
| Lab Equipment FFB | 54,454.00 | |||
| Payment made on behalf of FFB – website | 321,000.00 | |||
| Total receivables | 38,186,495.70 |
| ● | THB 150,000/month has been covered on behalf of FFPP by A Siu in 2022. Total under Agreement is THB 5,820,000 |
ACCEPTANCE OF RECEIVABLES
Upon acceptance by the Buyer of the receivables described, the Buyer shall pay to Seller 100% of the value of the receivables.
APPLICATION OF PROCEEDS
The amounts received shall be used to offset any loans outstanding that the Seller might owe to the Buyer at any single moment in the first instance.
Should the offsetting of the proceeds against the amounts owed to A Siu by FFC result in a positive balance to be paid. A Siu will promptly make a deposit of said amount to FFC’s bank account.
Should the offsetting of the proceeds against the amounts owed to A Siu by FFC result in a net negative position ie there are still amounts owed to A Siu, FFC will continue to carry the outstanding amounts in its books under the terms set forth in the related Loan Agreement.
Agreement of Absolute Transfer and Assignment of Accounts Receivable
EFFECTIVENESS OF THE SALE TO THE BUYER
The seller hereby absolutely sells, transfers and assigns to Buyer, all the Seller’s rights, title and interest in and each Purchased Receivables and all monies due or which may become due on or with respect to such Purchased Receivables. The Buyer shall be the absolute owner of each Purchased Receivables.
REPRESENTATION AND WARRANTIES
The Buyer of the receivables is aware of the nature of the receivables and is in a position to recover all amounts outstanding.
The Buyer is fully conversant with the business of the Group and is fully aware of all the underlying factors related to the delay in invoicing of all the parties related to the receivables being purchased by the Buyer.
The receivables are for services already rendered.
IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of 28 December 2022.
 |
 | |
| Xxxx Xxxx (Seller) | Xxxxxx Xxx (Purchaser) | |
| Director | ||
| First Fertility PGS Center Ltd |
Agreement of Absolute Transfer and Assignment of Accounts Receivable
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| 28 December 2022 | INV ASC 1/2022 |
Xx
Xxxxxx Xxx
Level 1
Central Pier 2
Hong Kong
| Re | Gynaecology and IVF Services provided by First Fertility PGS Center Ltd FY 2022 |
For Gynaecology and IVF Services provided to clients referred by A Siu
| THB | ||||
| January | 4,539,110.39 | |||
| February | 8,121,507.79 | |||
| March | 5,015,068.83 | |||
| April | 1,445,171.43 | |||
| May | 3,153,788.31 | |||
| June | 3,624,081.82 | |||
| July | 2,829,122.64 | |||
| August | 603,642.86 | |||
| September | 477,712.99 | |||
| October | 1,644,731.17 | |||
| November | 1,358,213.87 | |||
| December | 550,489.61 | |||
| Total | 33,362,641.70 | |||
| Date Due | 28 December 2022 |
The Payment due total of THB 33,362,641.70 has been assigned to Xxxxxx Xxx under a Receivables Purchase Agreement dated 28 December 2022.
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INVOICE MSA 13/2022
28 December 2022
Xxxxxx
Xxx
First Fertility Phnom Penh Ltd
House 00XX, Xxxxxx 0000,
Xxxxxxx Xxxxx Xxxx Thmei
Sangkat Phnom Penh Thmei,
Khan Saensokh Phnom Penh Capital
Cambodia
| Ref | Master Services Agreement 2022 FFC and FFPP |
| THB | ||||
| For Services under Exhibit A January – December 2022 Embryology Technical Support | 1,800,000 | |||
| Received | 1,800,000 | |||
| Total Due | NIL | |||
For Services provided under Exhibits B – F January – December 2022
| Exhibit B Technical expertise surcharge THB 45,000 per month | 540,000 | |||
| Exhibit C Ad hoc medicine THB 50,000 per month | 600,000 | |||
| Exhibit D Embryology testing services THB165,000 per month | 1,980,000 | |||
| Exhibit E Provision of embryology lab equipment THB 75,000 per month | 900,000 | |||
| Total Due and Unpaid | 4,020,000 | |||
| Due date – IMMEDIATE |
The Payment due total of THB 4,020,000 has been assigned to Xxxxxx Xxx under a Receivables Purchase Agreement dated 28 December 2022.
First
Fertility PGS Center Ltd
Units 39-40 Level 13 | P.S. Tower | 00 Xxxxx Xxxx (Xxxxxxxxx 00) x Xxxxxxxx Xxxx x Xxxxxxx x Xxxxxxx 00000
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INVOICE FFB 2/2022
28 December 2022
First Fertility Bishkek Limited
5/3 Building 7 Micro District
October District
Bishkek City
Kyrgyzstan 720028
Attn | Xxxxxx Xxx
Ref Payments made on behalf of First Fertility Bishkek – Lab supplies
| THB | ||||
| Lab supplies provided November 2022 | 54,454 | |||
| Total Due and Unpaid | 54,454 | |||
| Due date – IMMEDIATE | ||||
The Payment due total of THB 54,454 has been assigned to Xxxxxx Xxx under a Receivables Purchase Agreement dated 28 December 2022.
First Fertility PGS Center Ltd
Units 39-40 Level 13 | P.S. Tower | 00 Xxxxx Xxxx (Xxxxxxxxx 00) x Xxxxxxxx Xxxx x Xxxxxxx x Xxxxxxx 00000
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Attachment
| SEM Service for | Billed | Bill Number | THB | |||||
| January | December | BL2021120020 | 26,750 | |||||
| February | January | BL2022010018 | 26,750 | |||||
| March | February | BL2022020021 | 26,750 | |||||
| April | March | BL2022030019 | 26,750 | |||||
| May | April | BL2022040024 | 26,750 | |||||
| June | May | BL2022050019 | 26,750 | |||||
| July | June | BL2022060016 | 26,750 | |||||
| August | July | BL2022070018 | 26,750 | |||||
| September | August | BL2022080030 | 26,750 | |||||
| October | September | BL2022090022 | 26,750 | |||||
| November | October | BL2022100027 | 26,750 | |||||
| December | November | BL2022110021 | 26,750 | |||||
| Total | 321,000 | |||||||
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INVOICE FFB 1/2022
28 December 2022
First Fertility Bishkek Limited
5/3 Building 7 Micro District
October District
Bishkek City
Kyrgyzstan 720028
Attn | Xxxxxx Xxx
Ref Advances made on behalf of First Fertility Bishkek Phoenix Media Co Ltd
| THB | ||||
| Advance payments made SEM Services January – December 2022 | 321,000 | |||
| Billed by Phoenix Media Co Ltd | ||||
| Total Due and Unpaid | 321,000 | |||
| Due date – IMMEDIATE | ||||
The Payment due total of THB 321,000 has been assigned to Xxxxxx Xxx under a Receivables Purchase Agreement dated 28 December 2022.
First Fertility PGS Center Ltd
Units 39-40 Level 13 | P.S. Tower | 00 Xxxxx Xxxx (Xxxxxxxxx 00) x Xxxxxxxx Xxxx x Xxxxxxx x Xxxxxxx 00000
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