EX-99.2 3 ea193618ex99-2_hanryu.htm ENGLISH TRANSLATION OF SHARE SALE AND PURCHASE AGREEMENT BETWEEN HANG MUK SHIN AND MUNJOONG KANG DATED AS OF NOVEMBER 1, 2023

Exhibit 99.2

 

SHARE SALE AND PURCHASE AGREEMENT

 

This Share Sale and Purchase Agreement (hereinafter referred to as “this Agreement”) was executed by and between the following parties on November 1, 2023.

 

Seller: MUNJOONG KANG

 

Buyer: HANG MUK SHIN

 

Article 1 (Object of sale and price)

 

A. Object of sale: issued and outstanding shares of HANRYU HOLDINGS, INC. (hereinafter “Target Company”)

 

B. Quantity 7 hundred Thousand (700,000) shares (hereinafter “Shares”)

 

C. Amount per share: 2,000 won (₩2,000)

 

D. Total purchase price: 1.4 billion won (₩1,400,000,000)

 

Article 2 (Payment method, etc.)

 

The buyer shall pay KRW 1.4 billion Won (₩1,400,000,000) on the date of execution of this agreement, but it is agreed the payment is fulfilled by transferring KRW 1.4 billion Won (₩1,400,000,000) of creditor’s rights held by the buyer against Hanryu Bank Co., Ltd to the Seller.

 

Article 3 (Transfer the title to the Shares, etc.)

 

In consideration of the fact that the Shares are under Lock-up, the Seller agrees to transfer the title to the Shares to the Buyer on or before January 27, 2024, when the Lock-up of the Shares is lifted; to complete the disclosure of the transfer of the Shares accordingly; to cooperate with the Buyer to expedite the transfer to a domestic securities company in the name of the Buyer; and to deliver to the Buyer the attached confirmation executed by the Target Company and HANRYU Bank Co., Ltd on the date of execution of this Agreement.

 

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Article 4 (Transfer of Share Ownership)

 

Even if the share certificate pursuant to Article 3 has not been transferred to the name of the Buyer, ownership of the Shares shall be deemed to have been fully transferred to the Buyer upon execution of this Agreement. It is hereby confirmed that the ownership of the Shares is vested in the Buyer.

 

Article 5 (representations and warranties)

 

The Seller represents and warrants to the Buyer that the matters set forth in this Article 5 are accurate and complete in all respects as of the date of this Agreement.

 

1)The Seller has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Seller and is binding upon it and enforceable against the Seller in accordance with its terms.

 

2)The Seller is the legal and valid owner of the Shares, and the Buyer is entitled to clean title to such Shares, free and clear of any restrictions or other encumbrances.

 

Article 6 (Penalty)

 

In the event the Seller breaches any of its obligations under this Agreement, or if any of its representations and warranties under Article 5 are different from the facts, the Seller shall compensate the Buyer for damages and, separately, a penalty for breach of contract. Currently the penalty amount agreed upon is three times the total purchase price.

 

Article 6 (Dispute Resolution)

 

In the event of a dispute between the contracting parties under this contract, the contracting parties shall endeavor to resolve it through mutual agreement in good faith, and if the dispute cannot be resolved amicably, it shall be resolved by filing a complaint in court. In this case, the competent court shall be the ‘Seoul Central District Court’.

 

Article 7 (Confidentiality)

 

The seller and the buyer shall not disclose the fact of entering into this contract and the contents of the contract to any third party. However, this does not apply if disclosure is required by relevant laws and regulations.

 

In order to conclude the contract as above and certify the above facts, two copies of this contract will be prepared and both party will each keep one copy.

 

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November 1, 2023

 

Seller:

 

Name: MUNJOONG KANG

Resident registration number: 710223-1237515

Address:Room 302, Building 333, 2403, Dasansoonhwan-ro, Namyangju-si, Gyeonggi-do

‘(Dasan-dong, Dasan I-Park)

 

Buyer:

 

NAME: HANG MUK SHIN(sign)

Resident registration number: 730206-1408817

Address: Room 201, 63 Donggwang-ro 39-gil, Seocho-gu, Seoul

(Banpo-dong, Hyejeong Villa)

 

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Document of Confirmation

 

HANRYU HOLDINGS, INC. and HANRYU Bank Co., Ltd. confirm to Hang Muk Shin the following matters and confirm that we will carry out the following matters.

 

NEXT

 

(1)MUNJOONG KANG beneficially owns 7,914,765 shares (approximately 14.98% of the total issued shares of 52,808,589 shares) issued by HANRYU HOLDINGS, INC.

 

(2)MUNJOONG KANG legally and validly owns the above shares, and HANG MUK SHIN, as the Purchaser, is entitled to acquire beneficial ownership of the 700,000 shares subject to the Transaction without any restrictions or other limitations.

 

(3)On or before January 27, 2024, when the Lock-up period for the above stocks is lifted, we confirm that we will complete the transfer of title to Hang Muk Shin and that we will complete the equity disclosure process, and that we will cooperate so that the stocking process for the domestic securities account in the name of Hang Muk Shin can be completed quickly.

 

November 1, 2023

 

Hereby Confirms the above

 

HANRYU HOLDINGS, INC

 

HANRYU BANK Co., Ltd

Room A-164, 8403 Gukhoe-daero 38-gil, Yeongdeungpo-gu, Seoul (Dangsan-dong 3-ga, Culture Building)

CEO MUNJOONG KANG

 

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■ Enforcement Decree of the Seal Certification Act [Appendix Form No.14]

 

Confirmation No. of issuance of a seal certificate 0540 - 42768 - 1
Applicant: Jaehoon Park (date of birth: 1991.07.07),    Contact person: Chaerin Moon (Phone: 02-2670-1451)

 

※This paper is marked with a counterfeit identification mark.

 

Resident registration number 7 1 0 2 2 3 -
1 2 3 7 5 1 5

 

APPLICANT REPRESENTATIVE  
  0  

NAME

(Chinese)

MUNJOONG KANG

(姜文中)

SEAL
NATIONALITY  
ADDRESS Room 302, Building 2403, 333 Dasanhwan-ro, Namyangju-si, Gyeonggi-do (Dasan-dong, Dasan I-Park)
PURPOSE FOR SALE              ☐ PROPERTY BUYER      ☐ VEHICLE BUYER
    NAME (company) BLANK RESIDENT
REGISRATION NO.
(BUSINESS)
   

ADDRESS

(COMPANY LOCATION

   
    CONFIRM THE ABOVE
(APPLICANT)

(Sign)
  GENERAL      
REMARKS        

1. If you apply for the seal certificate issuance notification service, you will be immediately notified of the issuance via text message from your phone.

2. If the applicant for issuance of a seal certificate is the principal, 0 will be displayed in the principal column, and if an agent applies, 0 will be displayed in the agent column.

3. In the resident registration number field, enter the passport number for U.S. residents registered overseas, the domestic residence report number for domestic residence/little filers, and the alien registration number for foreigners. If there is a resident registration number, enter (     ) below it and enter the resident registration number. You can write .

4. If the complainant requests it, it will be issued including information on address change.

5. To obtain a seal certificate for selling real estate or automobiles (referring to automobiles registered pursuant to Article 5 of the Automobile Management Act), the buyer’s name, resident registration number, and address must be confirmed and signed. However, in cases other than those for real estate or automobile sales, it is displayed as “blank.”

6. The general use field can be freely entered, such as ‘For submission to a bank_ 0 0 Use only for a loan from a bank’. However, in the case of issuing a certificate of seal impression for towing after a limited period of time, the official in charge must confirm the specific use to the applicant, write it down directly, and issue it.

7. If the buyer is a sole proprietor, write the representative’s name and resident registration number, and enter the business address as the address.

8. Indication of the minor, limited guardian, and adult guardian, and the name and resident registration number of the minor’s legal representative, limited guardian, and adult guardian.

Please write in the remarks column. In the remarks column, if you have changed your name, you can enter your name before changing your name and any requests made by the complainant.

9. The issuance of a seal certificate can be confirmed through the Electronic Civil Service Center (www.minwon.go.kr) with the following information: “Issuance date, number for confirmation of seal certificate issuance: Resident registration number, issuing organization.”

10. A personal signature certificate, which has the same effect as a seal certificate, is a convenient system that can be issued directly at town/village offices and neighborhood community centers across the country without the inconvenience of having to report it in advance.

This certifies that the above seal is the registered seal.

November 27h, 2023

Head of Yeoui-dong, Yeongdeungpo-gu, Seoul

 

[42011100413204563486013z240507054260457800310] Address Proof of Address: Dasan 1-dong (33/5)

 

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