SHARE ASSIGNMENT AND MANAGEMENT RIGHT TRANSFER AGREEMENT
Exhibit 2.3
SHARE ASSIGNMENT
AND MANAGEMENT RIGHT TRANSFER AGREEMENT
This assignment of stock and management right transfer agreement (the“ Agreement”) was made as of October 3, 2021 between K-commerce Co.,Ltd. (“Assignor”) and Hanryu Bank Co., Ltd. (“Assignee”), as follow:
1. PURPOSE
The agreement is intended to establish the rights and obligations between the Assignor and the Assignee in relation to the transfer of stocks issued and management rights of the company.
2. ASSIGNMENT
The Assignee acquired shares from the assignor as of October 3, 2021, which refers to the conditions as hereinbelow:
2.1 The issuer : K-Commerce Co., Ltd.
2.2 Numbre of Common Stocks : 619,200 shares
2.3 Price : 500 KRW per share (Par value : 500 KRW per share)
2.4 Purchase price : 309,600,000 KRW
2.5 Shareholding Ratio : 50.8%
3. CONSIDERATION
As consideration for the assignment of Shares Assignee has decided to get shares in exchange of 309,600,000 KRW loan to Assignor.
4. ISSUANCE OF STOCK
Upon the receipt of the full payment of the sale price from Assignee, the Assignor agrees to cooperate with the procedures necessary for the transfer, such as the issuance of stock certificates or the transfer of the right to request the issuance of stock certificates.
5. TAXES
Taxes and utility bills related to the conclusion and implementation of this contract shall be liable to the parties to whom the law belongs.
6. DISPUTE
Any dispute, controversy or claim arising out of or relating to this Agreement, both parties shall endeavor to resolve the dispute by mutual amicable agreement in good faith and good faith. The Dispute shalll be settled by arbitration in South Korea by the Seoul Central District Court.
7. DISCLOSURE
The Assignor and Assignee shall not disclose the fact of the conclusion of this contract and the contents of the contract to a third party unless the disclosure is required by the relevant laws and regulations.
8. OTHERS
Matters not specified in this contract shall be consulted between the parties.
In order to make an agreement as described above and to prove the above facts, two copies of this contract are prepared and each copy is kept by Assignor and Assignee.
October 3, 2021
Assignor
Company Name : K-Commerce Co., Ltd.
Registration Number : 000-00-00000
Address : 000, Xxxxxxxx-xx, Xxxxxxxxxxxx-xx, Xxxxx, Xxxxx Xxxxx
The president : Xxxx Xxxx Xxxx
Assignee
Company Name : Hanryu Bank Co., Ltd.
Registration Number : 000-00-00000
Address : 000, Xxxxxx-xxxxx, Xxxxxx-xx, Xxxxx, Xxxxx Xxxxx
The president : Xxx Xxxxx Xxxx
