UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
WANG
& LEE GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
| British
Virgin Islands |
|
Not
Applicable |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(I.R.S.
Employer
Identification
No.) |
5-6/F
Wing Tai Factory Building,
3
Tai Yip Street,
Kwun
Tong, Kowloon
Hong
Kong
+852
2889 1313
(Address
of Principal Executive Offices, Including Zip Code)
2024
Equity Incentive Plan
(Full
Title of the Plans)
Cogency
Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
800-221-0102
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Lawrence
S. Venick, Esq.
Loeb
& Loeb LLP
2206-19
Jardine House
1
Connaught Place, Central
Hong
Kong SAR
Telephone:
+852-3923-1111
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| |
|
|
|
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
|
|
| Emerging
growth company |
☒ |
|
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information
All
information required by Part I of Form S-8 to be contained in the Section 10(a) prospectuses is omitted from this Registration Statement
on Form S-8 (this “Registration Statement”) in accordance with Rule 428 under the Securities Act of 1933, as amended (the
“Securities Act”), and the Note to Part I of Form S-8. The document(s) containing the information specified in Part I will
be delivered to participants in the equity compensation plans covered by this Registration Statement as required by Rule 428(b)(1) under
the Securities Act. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute prospectuses that meet the requirements of Section 10(a) of the Securities Act.
Item
2. Registrant Information and Employee Plan Annual Information
Upon
written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in the Section 10(a) prospectuses), any other document required to be delivered to participants pursuant
to Rule 428(b) under the Securities Act or additional information about any of the plans covered by this Registration Statement is available
without charge by contacting:
Mr.
Pui Lung Ho,
Chief
Executive Officer
5-6/F
Wing Tai Factory Building,
3
Tai Yip Street,
Kwun
Tong, Kowloon
Hong
Kong
+852
2889 1313
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
documents listed below have been filed with the U.S. Securities and Exchange Commission (the “Commission”) by the Registrant
and are incorporated herein by reference to the extent not superseded by documents subsequently filed:
| |
(1) |
Our
annual report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on May 14, 2024 (File No. 001-41681), or
the 2021 Form 20-F; |
| |
|
|
| |
(2) |
The
Company’s current reports on Form 6-K furnished to the Commission on October 24, 2023, April 24, 2024, October 10, 2024 and
October 29, 2024; |
| |
|
|
| |
(2) |
The
description of the Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the Exchange Act, on March 31, 2023 and all other amendments and reports filed for the purpose of updating
such description. |
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of the filing of such documents. The Registrant is not incorporating
by reference any document or portion thereof, whether specifically listed above or to be filed in the future, that is not deemed “filed”
with the Commission.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Subject
to the provisions of the BVI Business Companies Act (as amended) (the “Act”), the Amended and Restated Memorandum
and Articles of Association provide that the Company may indemnify against all expenses, including legal fees, and against all judgments,
fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any
person who:
| |
a) |
is
or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that the person is or was a director of the Company; or |
| |
|
|
| |
b) |
is
or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another company or
a partnership, joint venture, trust or other enterprise. |
Pursuant
to the Act, the indemnity applies only to a person who has acted honestly and in good faith and in what he believed to be the best interests
of the Company and, in the case of criminal proceedings, provided the person had no reasonable cause to believe that his conduct was
unlawful. The Company shall not indemnify a person who has not so acted, and any indemnity given to such a person is void and of no effect.
The
termination of any proceedings by any judgement, order, settlement, conviction or the entering of a nolle prosequi does not, by itself,
create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that
the person had reasonable cause to believe that his conduct was unlawful.
Expenses,
including legal fees, incurred by a director in defending any legal, administrative or investigative proceedings may be paid by the Company
in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the director to repay the amount
if it shall ultimately be determined that the director is not entitled to be indemnified by the Company in accordance with the Company’s
post-offering Memorandum and Articles of Association.
Expenses,
including legal fees, incurred by a former director in defending any legal, administrative or investigative proceedings may be paid by
the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the former director
to repay the amount if it shall ultimately be determined that the former director is not entitled to be indemnified by the Company in
accordance with the Company’s post-offering Memorandum and Articles of Association and upon such other terms and conditions, if
any, as the Company deems appropriate.
The
indemnification and advancement of expenses provided by, or granted pursuant to, the Amended and Restated Memorandum and Articles of
Association is not exclusive of any other rights to which the person seeking indemnification or advancement of expenses may be entitled
under any agreement, resolution of members, resolution of disinterested directors or otherwise, both as to acting in the person’s
official capacity and as to acting in another capacity while serving as a director of the Company.
The
Company may purchase and maintain insurance in relation to any person who is or was a director of the Company, or who at the request
of the Company is or was serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership,
joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity,
whether or not the Company has or would have had the power to indemnify the person against the liability under the Amended and Restated
Memorandum and Articles of Association.
In
addition, we maintain standard policies of insurance under which coverage is provided to our directors and officers against loss rising
from claims made by reason of breach of duty or other wrongful act, and to us with respect to payments which may be made by us to such
directors and officers pursuant to the above indemnification provision or otherwise as a matter of law.
At
present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers,
employees or other agents or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that
may result in claims for indemnification.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission (the “Commission”)
such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.
Item
7. Exemption From Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Item
9. Undertakings.
| |
(a) |
The
undersigned Registrant hereby undertakes: |
| |
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| |
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act; |
| |
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| |
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement; |
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
| |
(2) |
That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| |
(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| |
(b) |
The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
(h) |
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hong Kong, People’s Republic of China on December 2, 2024.
| |
WANG
& LEE GROUP, Inc. |
| |
|
|
| |
By: |
/s/
Pui Lung Ho |
| |
Name: |
Pui
Lung Ho |
| |
Title: |
Chief
Executive Officer |
SIGNATURES
AND POWERS OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each
of Pui Lung Ho and Yuk Ming, Gary Ma, with full power of substitution and re-substitution, for him or her and in his or her name, place
and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement
and any subsequent registration statement filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or
his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
| Name |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Pui Lung HO |
|
Chief
Executive Officer, Chairman |
|
December
2, 2024 |
| Pui
Lung HO |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Yuk Ming, Gary MA |
|
Chief
Financial Officer |
|
December
2, 2024 |
| Yuk
Ming, Gary MA |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Olivia Sarah Annabel Marion SERRE |
|
Director |
|
December
2, 2024 |
| Olivia
Sarah Annabel Marion SERRE |
|
|
|
|
| |
|
|
|
|
| /s/
Chun Yip, Edmund CHAN |
|
Director |
|
December
2, 2024 |
| Chun
Yip, Edmund CHAN |
|
|
|
|
| |
|
|
|
|
| /s/
Juan RUIZ-COELLO |
|
Director |
|
December
2, 2024 |
| Juan
RUIZ-COELLO |
|
|
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America, has signed
this registration statement thereto in New York, NY on December 2, 2024.
| |
Cogency
Global Inc |
| |
|
|
| |
By: |
/s/
Colleen A. De Vries |
| |
Name: |
Colleen
A. De Vries |
| |
Title: |
Senior
Vice President |
Exhibit 5.1
Our
ref: CHX/793463-000006/38867886v2
Wang
& Lee Group, Inc.
Kingston
Chambers
PO
Box 173
Road
Town
Tortola,
VG1110
British
Virgin Islands |
|
27
November 2024
Dear
Sirs
Wang
& Lee Group, Inc. (the “Company”)
We
have acted as counsel as to British Virgin Islands law to the Company and have been asked to provide this legal opinion in connection
with the Company’s registration statement on Form S-8, including all amendments or supplements thereto (the “Registration
Statement”), filed with the United States Securities and Exchange Commission (the “Commission”) under the
United States Securities Act of 1933, as amended (the “SEC Act”) related to the reservation for issuance of up to
2,264,077 ordinary shares of no par value each of the Company (the “Shares”), authorised for issuance pursuant to
the Wang & Lee Group, Inc. 2024 Equity Incentive Plan (the “Plan”).
We
have reviewed originals, copies, drafts or conformed copies of the following documents:
| 1.1 | The
public records of the Company on file and available for public inspection at the Registry
of Corporate Affairs in the British Virgin Islands (the “Registry of Corporate Affairs”)
on 27 November 2024, including the Company’s Certificate of Incorporation and the memorandum
and articles of association registered on 20 June 2022 (the “Memorandum and Articles”). |
| | |
| 1.2 | A
list of the Company’s directors provided by the Registry of Corporate Affairs dated
27 November 2024 (a copy of which is attached as Annexure A) (the “Registry List
of Directors”). |
| | |
| 1.3 | The
records of proceedings available from a search of the electronic records maintained on the
Judicial Enforcement Management System and the E-Litigation Portal from 1 January 2000 and
available for inspection on 27 November 2024 at the British Virgin Islands High Court Registry
(the “High Court Registry”). |
| 1.4 | The
written resolutions of the board of directors of the Company dated 11 October 2024 and 27
November 2024 (the “Resolutions”). |
| | |
| 1.5 | A
Certificate of Incumbency dated 27 November 2024, issued by Maples Corporate Services (BVI)
Limited, the Company’s registered agent (the “Registered Agent’s Certificate”). |
| | |
| 1.6 | A
certificate of good standing with respect to the Company issued by the Registrar of Corporate
Affairs dated 27 November 2024 (the “Certificate of Good Standing”). |
| | |
| 1.7 | A
certificate from a director of the Company (the “Director’s Certificate”)
(a copy of which is appended to this opinion at Appendix A). |
| | |
| 1.8 | The
Registration Statement. |
| | |
| 1.9 | The
Plan. |
The
following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this
opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter.
In giving the following opinions we have relied (without further verification) upon the completeness and accuracy, as at the date of
this opinion letter, of the Registry List of Directors, the Registered Agent’s Certificate, the Director’s Certificate and
the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | The
Plan has been or will be authorised and duly executed and unconditionally delivered by or
on behalf of all relevant parties in accordance with all relevant laws (other than, with
respect to the Company, the laws of the British Virgin Islands). |
| | |
| 2.2 | The
Plan is, or will be, legal, valid, binding and enforceable against all relevant parties in
accordance with its terms under the laws of the State of Delaware (as appropriate) (the “Relevant
Law”) and all other relevant laws (other than, with respect to the Company, the
laws of the British Virgin Islands). |
| | |
| 2.3 | The
choice of the Relevant Law as the governing law of the Plan has been made in good faith and
would be regarded as a valid and binding selection which will be upheld by the courts of
the State of Delaware and any other relevant jurisdiction (other than the British Virgin
Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws
of the British Virgin Islands). |
| | |
| 2.4 | Each
written agreement, contract or other instrument or document evidencing any award granted
under the Plan (the “Plan Documents”) incorporates or will incorporate
the terms of the Plan and has been or will be authorised and, where applicable, duly executed
and unconditionally delivered by or on behalf of all relevant parties and such Plan Documents
are or will be valid, binding and enforceable against all relevant parties in accordance
with all relevant laws. |
| | |
| 2.5 | Where
the Plan Documents have been provided to us in draft or undated form, they will be duly executed,
dated and unconditionally delivered by all parties thereto in materially the same form as
the last version provided to us. |
| | |
| 2.6 | Copies
of documents, conformed copies or drafts of documents provided to us are true and complete
copies of, or in the final forms of, the originals, and translations of documents provided
to us are complete and accurate. |
| 2.7 | All
signatures, initials and seals are genuine. |
| | |
| 2.8 | The
capacity, power, authority and legal right of all parties under all relevant laws and regulations
(other than, with respect to the Company, the laws and regulations of the British Virgin
Islands) to enter into, execute, unconditionally deliver and perform their respective obligations
under the Plan. |
| | |
| 2.9 | That
all public records of the Company which we have examined are accurate and that the information
disclosed by the searches which we conducted against the Company at the Registry of Corporate
Affairs and the High Court Registry is true and complete and that such information has not
since then been altered and that such searches did not fail to disclose any information which
had been delivered for registration but did not appear on the public records at the date
of our searches. |
| | |
| 2.10 | No
monies paid to or for the account of any party under the Transaction Documents represent
or will represent proceeds of criminal conduct (as defined in the Proceeds of Criminal Conduct
Act (As Revised)). |
| | |
| 2.11 | There
is no contractual or other prohibition or restriction (other than as arising under British
Virgin Islands law) binding on the Company prohibiting or restricting it from entering into
and performing its obligations under the Plan. |
| | |
| 2.12 | There
is nothing under any law (other than the laws of the British Virgin Islands) which would
or might affect the opinions set out below. Specifically, we have made no independent investigation
of the Relevant Law. |
| | |
| 2.13 | That
prior to the issue of any of the Shares the issue of such Shares shall be authorised pursuant
to a resolution of the board of directors of the Company or, where the board of directors
has established a committee of the board of directors of the Company and duly delegated to
such committee the power to authorise the issue of Shares pursuant to the Plan, by a resolution
of such committee of the board of directors of the Company and where the Shares are to be
issued for a consideration, which is in whole or in part, other than money, the directors
of the Company shall prior to the issue of such Shares pass a resolution stating: (a) the
amount to be credited for the issue of such Shares; and (b) that, in the opinion of the directors
of the Company, the present cash value of the non-money consideration and money consideration,
if any, is not less than the amount to be credited for the issue of such Shares. |
| | |
| 2.14 | Prior
to the issue of any of the Shares, the Company shall receive all necessary consideration
as required under the Plan for the issue of the Shares and none of the Shares will be issued
for less than their par value. |
Save
as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the
transaction the subject of this opinion.
Based
upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations
as we deem relevant, we are of the opinion that:
| 3.1 | The
Company is a company limited by shares incorporated with limited liability under the BVI
Business Companies Act (As Revised) (the “Act”), is in good standing at
the Registry of Corporate Affairs, is validly existing under the laws of the British Virgin
Islands and possesses the capacity to sue and be sued in its own name. |
| | |
| 3.2 | The
Shares to be offered and issued by the Company pursuant to the provisions of the Plan, have
been duly authorised for issue, and when issued by the Company pursuant to the provisions
of the Plan for the consideration fixed thereto and duly registered in the Company’s
register of members, will be validly issued and (assuming that all of the consideration is
received by the Company) will be fully paid and non-assessable. As a matter of British Virgin
Islands law, a share is only issued when it has been entered in the register of members. |
The
opinions expressed above are subject to the following qualifications:
| 4.1 | The
obligations assumed by the Company under the Plan will not necessarily be enforceable in
all circumstances in accordance with their terms. In particular: |
| (a) | enforcement
may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts
or moratorium or other laws of general application relating to or affecting the rights of
creditors; |
| | | |
| (b) | enforcement
may be limited by general principles of equity. For example, equitable remedies such as specific
performance may not be available, inter alia, where damages are considered to be an adequate
remedy; |
| | | |
| (c) | some
claims may become barred under relevant statutes of limitation or may be or become subject
to defences of set-off, counterclaim, estoppel and similar defences; |
| | | |
| (d) | where
obligations are to be performed in a jurisdiction outside the British Virgin Islands, they
may not be enforceable in the British Virgin Islands to the extent that performance would
be illegal under the laws of that jurisdiction; |
| | | |
| (e) | the
courts of the British Virgin Islands have jurisdiction to give judgment in the currency of
the relevant obligation; |
| | | |
| (f) | arrangements
that constitute penalties will not be enforceable; |
| | | |
| (g) | enforcement
may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation,
public policy or mistake or limited by the doctrine of frustration of contracts; |
| | | |
| (h) | an
agreement made by a person in the course of carrying on unauthorised financial services business
is unenforceable against the other party under section 50F of the Financial Services Commission
Act (As Revised); |
| | | |
| (i) | provisions
imposing confidentiality obligations may be overridden by compulsion of applicable law or
the requirements of legal and/or regulatory process; |
| | | |
| (j) | the
courts of the British Virgin Islands may decline to exercise jurisdiction in relation to
substantive proceedings brought under or in relation to the Documents in matters where they
determine that such proceedings may be tried in a more appropriate forum; |
| | | |
| (k) | any
provision in a Document that is governed by British Virgin Islands law which expresses any
matter to be determined by future agreement may be void or unenforceable; |
| | | |
| (l) | we
reserve our opinion as to the enforceability of the relevant provisions of the Documents
to the extent that they purport to grant exclusive jurisdiction as there may be circumstances
in which the courts of the British Virgin Islands would accept jurisdiction notwithstanding
such provisions; and |
| | | |
| (m) | a
company cannot, by agreement or in its articles of association, restrict the exercise of
a statutory power and there is doubt as to the enforceability of any provision in the Documents
whereby the Company covenants to restrict the exercise of powers specifically given to it
under the Act including, without limitation, the power to increase its maximum number of
shares, amend its memorandum and articles of association or present a petition to a British
Virgin Islands court for an order to wind up the Company. |
| 4.2 | To
maintain the Company in good standing with the Registrar of Corporate Affairs under the laws
of the British Virgin Islands, annual filing fees must be paid and returns made to the Registrar
of Corporate Affairs within the time frame prescribed by law. |
| | |
| 4.3 | We
express no opinion as to the meaning, validity or effect of any references to foreign (i.e.
non-British Virgin Islands) statutes, rules, regulations, codes, judicial authority or any
other promulgations and any references to them in the Plan or the Registration Statement. |
| | |
| 4.4 | We
express no view as to the commercial terms of the Plan or the Registration Statement or whether
such terms represent the intentions of the parties and make no comment with regard to warranties
or representations that may be made by the Company. |
| | |
| 4.5 | The
obligations of the Company may be subject to restrictions pursuant to United Nations and
United Kingdom sanctions extended to the British Virgin Islands by Orders in Council and/or
sanctions imposed by governmental or regulatory authorities or agencies in the British Virgin
Islands under British Virgin Islands legislation. |
| | |
| 4.6 | Under
British Virgin Islands law, the register of members is prima facie evidence of title
to shares and this register would not record a third party interest in such shares. However,
there are certain limited circumstances where an application may be made to a British Virgin
Islands court for a determination on whether the register of members reflects the correct
legal position. Further, the British Virgin Islands court has the power to order that the
register of members maintained by a company should be rectified where it considers that the
register of members does not reflect the correct legal position. For the purposes of the
opinion given in paragraph 3.2, there are no circumstances or matters of fact known to us
on the date of this opinion letter which would properly form the basis for an application
for an order for rectification of the register of members of the Company, but if such an
application were made in respect of the Shares, then the validity of such shares may be subject
to re-examination by a British Virgin Islands court. |
| | |
| 4.7 | Except
as specifically stated herein, we make no comment with respect to any representations or
warranties which may be made by or with respect to the Company in any of the documents or
instruments cited in this opinion letter or otherwise with respect to the commercial terms
of the transactions the subject of this opinion letter. |
| | |
| 4.8 | In
this opinion letter, the phrase “non-assessable” means, with respect to the issuance
of shares, that a shareholder shall not, in respect of the relevant shares and in the absence
of a contractual arrangement, or an obligation pursuant to the memorandum and articles of
association, to the contrary, have any obligation to make further contributions to the Company’s
assets (except in exceptional circumstances, such as involving fraud, the establishment of
an agency relationship or an illegal or improper purpose or other circumstances in which
a court may be prepared to pierce or lift the corporate veil). |
| | |
| 4.9 | The
search of records of proceedings available at the High Court Registry would not reveal any
proceeding which has been placed under seal or anonymised (whether by order of the Court
or pursuant to the practice of the High Court Registry). |
The
opinions in this opinion are strictly limited to the matters contained in the opinions section above and do not extend to any other matters.
We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Plan and express no
opinion or observation upon the terms of any such document.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In providing our consent, we do not thereby
admit that we are in the category of persons whose consent is required under Section 7 of the SEC Act or the rules and regulations of
the Commission thereunder.
This
opinion is addressed to you and may be relied upon by you and your counsel. This opinion is limited to the matters detailed herein and
is not to be read as an opinion with respect to any other matter.
Yours
faithfully
/s/
Maples and Calder
Maples
and Calder
Appendix
A
Director’s
Certificate (S8)
5th
Floor, Ritter House
PO
Box 173
Road
Town
Tortola
British
Virgin Islands
27
November 2024
Dear
Sirs
Wang
& Lee Group, Inc. (the “Company”)
I,
the undersigned, being a director of the Company, am aware that you are being asked to provide a legal opinion in relation to certain
aspects of British Virgin Islands law (the “Opinion”). Unless otherwise defined herein, capitalised terms used in
this certificate have the meaning given to them in the Opinion. I hereby certify that:
| 1 | The
Memorandum and Articles of Association of the Company registered on 20 June 2022 remain in
full force and effect and are unamended. |
| | |
| 2 | The
written resolutions of the board of directors dated 11 October 2024 and 27 November 2024
(together, the “Resolutions”) were signed by all the directors or committee
members (as appropriate) in the manner prescribed in the Memorandum and Articles of the Company,
including as to the disclosure of any director’s or committee members’ interests
in the Transaction Documents, and have not been amended, varied or revoked in any respect. |
| | |
| 3 | Immediately
prior to the issue of the Shares, the Company will have sufficient authorised but unissued
shares in order for Shares to be issued as contemplated by the Registration Statement. |
| | |
| 4 | The
shareholders of the Company (the “Shareholders”) have not restricted or
limited the powers of the directors of the Company in any way. |
| | |
| 5 | The
directors of the Company at the date of the Resolutions and at the date of this certificate
were and are as follows: Pui Lung Ho, Chun Yip Chan, Olivia Sarah Annabel Merion Serre, Juan
Ruiz-Coello and Wood Kei Sze Shing. |
| | |
| 6 | The
minute book and corporate records of the Company as maintained at its registered office in
the British Virgin Islands and on which the Registered Agent’s Certificate were prepared
are complete and accurate in all material respects, and all minutes and resolutions filed
therein represent a complete and accurate record of all meetings of the members and directors
(or any committee thereof) (duly convened in accordance with the Memorandum and Articles)
and all resolutions passed at the meetings, or passed by written resolution or consent, as
the case may be. |
| | |
| 7 | The
Company has not created any charges over any of its property or assets. |
| 8 | Prior
to, at the time of, and immediately following the implementation of the Plan the Company
was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will
enter, into the Plan for proper value and not with an intention to defraud or hinder its
creditors or by way of fraudulent preference or wilfully defeat an obligation owed to any
creditor and the transactions contemplated thereby do not and will not give any creditor
an unfair preference. |
| | |
| 9 | Neither
the Company nor any of its subsidiaries (if any) has an interest in any land in the British
Virgin Islands. |
| 10 | Each
director of the Company considers the transactions contemplated by the Plan and the Plan
Documents to be of commercial benefit to the Company and has acted in good faith in the best
interests of the Company, and for a proper purpose of the Company, in relation to the transactions
which are the subject of the Opinion. |
| | |
| 11 | No
invitation has been or will be made by or on behalf of the Company to the public in the British
Virgin Islands to subscribe for any of the Shares. |
| | |
| 12 | The
Company is not a sovereign entity of any state and is not a subsidiary, direct or indirect
of any sovereign entity or state. |
| | |
| 13 | To
the best of my knowledge and belief, having made due inquiry, the Company is not the subject
of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the
Directors and/or the Member taken any steps to have the Company struck off or placed in liquidation,
nor have any steps been taken to wind up the Company. Nor has any receiver been appointed
over any of the Company’s property or assets. |
| | |
| 14 | The
Company has at no time had employees. |
| | |
| 15 | To
the best of my knowledge and belief, having made due inquiry, there are no circumstances
or matters of fact existing which may properly form the basis for an application for an order
for rectification of the register of members of the Company. |
| | |
| 16 | The
Registration Statement has been, or will be, authorised and duly executed and delivered by
or on behalf of all relevant parties in accordance with all relevant laws. |
| | |
| 17 | The
Shares to be issued pursuant to the Registration Statement have been, or will be, duly registered,
and will continue to be registered, in the Company’s register of members. |
| | |
| 18 | The
Company is not a central bank, monetary authority or other sovereign entity of any state
and is not a subsidiary, direct or indirect, of any sovereign entity or state. |
I
confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion, unless I shall
have previously notified you in writing personally to the contrary.
| Signature: |
/s/ Ho Pui Lung |
|
| |
|
|
| Name: |
Ho
Pui Lung |
|
| |
|
|
| Title: |
Director |
|
Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in the registration statement on Form S-8 of WANG & LEE GROUP, Inc. our report dated May
13, 2024, with respect to the consolidated financial statements of WANG & LEE GROUP, Inc. as of and for the years ended December
31, 2022 and 2023.
| /s/
AOGB CPA Limited |
|
| |
|
| AOGB
CPA Limited |
|
| Hong
Kong, Hong Kong |
|
| December
2, 2024 |
|
Exhibit 107
Calculation
of Filing Fee Tables
Form
S-8
WANG
& LEE GROUP, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered and Carry Forward Securities
| | |
Security
Type | |
Security
Class
Title | |
Fee
Calculation | |
Amount
Registered(1) | | |
Proposed
Maximum
Offering
Price Per
Unit | | |
Maximum
Aggregate
Offering
Price(1) | | |
Fee
Rate | | |
Amount of
Registration
Fee | |
| | |
| |
| |
| |
| | |
| | |
| | |
| | |
| |
Fees to Be
Paid | |
Equity | |
Ordinary
Shares, no par value
per
share | |
457(c) and 457(h) | |
| 2,264,077 | (2) | |
$ | 4.98 | | |
$ | 11,275,103.50 | | |
| 0.0001531 | | |
$ | 1,726.22 | |
| | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
Total Offering Amounts | | |
| | | |
$ | 11,275,103.50 | | |
| 0.0001531 | | |
$ | 1,726.22 | |
| | |
Total Fees Previously Paid | | |
| | | |
| | | |
| | | |
$ | - | |
| | |
Total Fee Offsets | | |
| | | |
| | | |
| | | |
$ | - | |
| | |
Net Fee Due | | |
| | | |
| | | |
| | | |
$ | 1,726.22 | |
| (1) |
This
Registration Statement on Form S-8 (this “Registration Statement”) covers ordinary shares, no par value (“Ordinary
Shares”), of WANG & LEE GROUP, Inc. (the “Registrant”), that may become issuable under the WANG & LEE GROUP,
Inc. 2024 Equity Incentive Plan (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement shall also cover additional Ordinary Shares which may become issuable
by reason of any stock split, stock dividend, recapitalization, or other similar transaction effected without consideration which
results in the increase in the number of the Registrant’s outstanding Ordinary Shares. |
| |
|
| (2) |
Represents
2,264,077 Ordinary Shares reserved for issuance under the Plan. |
| |
|
| (3) |
Estimated
for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on
the average of the high and low prices of the Ordinary Shares reported on Nasdaq on November 29, 2024, which was US$4.98
per share. |
Wang and Lee (NASDAQ:WLGS)
過去 株価チャート
から 11 2024 まで 12 2024
Wang and Lee (NASDAQ:WLGS)
過去 株価チャート
から 12 2023 まで 12 2024
