Exhibit 10.10
DEBT-FOR-EQUITY SWAP AGREEMENT
between
ADVANCED BIOMED INC
and
HUNG TO PAU
YIMIN JIN
XIAOYUAN LUO
NANZHEN SHEN
JIAN WANG
QIANG CHEN
BORROWER (HEREINAFTER REFERRED TO AS PARTY A): ADVANCED BIOMED INC
Registration number: [ ]
Registered address: [ ]
LENDER (HEREINAFTER REFERRED TO AS PARTY B 1): HUNG TO PAU
Passport number: [ ]
Lender (hereinafter referred to as Party B 2): YIMIN JIN
Passport number: [ ]
Lender (hereinafter referred to as Party B 3): XIAOYUAN LUO
Passport number: [ ]
Lender (hereinafter referred to as Party B 4): NANZHEN SHEN
Passport number: [ ]
Lender (hereinafter referred to as Party B 5): JIAN WANG
Passport number: [ ]
Lender (hereinafter referred to as Party B 6): QIANG CHEN
Passport number: [ ]
Party B1, Party B2, Party B3, Party B4, Party B5, and Party B6 are collectively referred to as "Party B", and Party A and its direct or indirect holding subsidiaries are collectively referred to as "Party A Group", and Party A, Party A Group and Party B are individually referred to as a "party" and collectively referred to as "all parties" in this Agreement.
Whereas, as of June 30, 2022, Party B loaned RMB [ ] to Party A Group for the daily operation of Party A Group. As of the date of signing this Agreement, Party A has not repaid the above loan.
The parties confirm that in accordance with the principles of equality, voluntariness and good faith, they have reached an agreement on the borrowing of money from Party A to Party B, and signed this debt-to-equity swap agreement (the "Agreement") on June 30, 2022 for all parties to abide by and fulfill.
Article 1 Debt-for-equity swaps
After consensus of all parties, Party A will issue additional Party A shares to Party B to repay the above loans. After Party A's additional issuance, Party B obtains Party A's shares as follows:
Party B 1: 4,405,625 shares.
Party B 2: 2,193,750 shares.
Party B 3: 2,060,000 shares.
Party B 4: 1,511,250 shares.
Party B 5: 1,243,750 shares.
Party B 6: 1,230,000 shares.
Article 2 Special Engagements
2.1 Any tax liabilities arising from the provisions of this Agreement shall be borne by each party.
2.2 Party A shall complete the corresponding change registration in accordance with the laws of the State of Nevada, USA.
2.3 Party A and Party B confirm that once Party A completes the corresponding change registration, Party A shall be deemed to have repaid all the loans of Party B.
Article 3 Liability for breach of contract
After this Agreement takes effect, if a party fails to perform its obligations in accordance with this Agreement, the breaching party shall bear the corresponding liability for breach of contract.
Article 4 Dispute Resolution
Matters not covered by this Agreement and disputes arising from the performance of this Agreement shall be resolved through negotiation between Parties A and B; If the negotiation fails, the China International Economic and Trade Arbitration Commission shall be requested to conduct arbitration in accordance with the arbitration rules in force at that time, with the place of arbitration being Shanghai and the language of arbitration being Chinese.
Article 5 Entry into force, variation and rescission of the Agreement
5.1 This Agreement shall take effect from the date of signature and seal of both Parties A and B.
5.2 After this Agreement takes effect, none of the parties shall change or terminate this Agreement without authorization; If it is necessary to change or terminate this agreement, it shall be agreed upon by all parties and a written agreement shall be reached.
Article 6 Miscellaneous
This Agreement shall be executed in 7 copies, one copy for each party, and shall have the same legal effect.
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PARTY A: ADVANCED BIOMED INC.
Signature of authorized representative: ________
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PARTY 1: HUNG TO PAU
(Signed): __________
Party B 2: YIMIN JIN
(Signed): __________
Party B 3: XIAOYUAN LUO
(Signed): __________
Party B 4: NANZHEN SHEN
(Signed): __________
Party B 5: JIAN WANG
(Signed): __________
Party B 6: QIANG CHEN
(Signed): __________
