Exhibit 99.1
SHARE PURCHASE AGREEMENT
This Share
Purchase Agreement (this “Agreement”) is dated as of May 18, 2026, between Mint Incorporation Limited, a company incorporated
in the British Virgin Islands (the “Company”), and Deep Vision Enterprise Limited, a company incorporated in the British
Virgin Islands (the “Purchaser”). The Company and the Purchaser are each referred to herein as a “Party”
and collectively as the “Parties”.
WHEREAS,
as at the date hereof, the Company is authorized to issue a maximum of 28,000,000 shares of no par value, divided into 25,200,000 Class
A ordinary shares of no par value and 2,800,000 Class B ordinary shares of no par value; and
WHEREAS,
the Purchaser desires to purchase, and the Company desires to sell and issue to the Purchaser, the Purchased Shares (as defined below)
on the terms and conditions set forth herein.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:
ARTICLE I.
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following
terms have the meanings set forth in this Section 1.1:
“Business
Day” means any day other than Saturday, Sunday, or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.
“Class A Ordinary Shares”
means the class A ordinary shares of no par value of the Company.
“Class B Ordinary Shares” means the class B ordinary
shares of no par value of the Company.
“Closing” means the closing of the
purchase and issuance of the Purchased Shares pursuant to Section 2.1.
“Closing Date” means May 26, 2026, or such other
date as the Parties may mutually agree in writing.
“Exchange Rate” means HK$7.84 to US$1.00.
“HK$” means Hong
Kong dollar, the legal currency of the Hong Kong Special Administrative Region of the People’s Republic of China.
“Liens” means
a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Purchase
Price” means US$3.01 per Class B Ordinary Share, being the price per share equivalent to the market price per Class A Ordinary
Share as quoted on the Nasdaq Capital Market under the ticker symbol “MIMI” on May 15, 2026 (the “Pricing Date”).
“Purchased
Shares” means 211,879 Class B Ordinary Shares, being the total number of Class B Ordinary Shares to be purchased by the Purchaser
at the Purchase Price with the Subscription Amount, i.e., the quotient of the Subscription Amount (converted to US$ based on the Exchange
Rate) divided by the Purchase Price.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Subscription
Amount” means HK$5,000,000 (equivalent to US$637,755.10 based on the Exchange Rate), being, with respect to the Purchaser, the
aggregate amount to be paid for the Purchased Shares purchased hereunder.
“US$” means United States dollar, the
legal currency of the United States of America.
ARTICLE II.
PURCHASE
AND ISSUE OF THE PURCHASED SHARES
2.1 Closing.
Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall sell and issue to the Purchaser,
and the Purchaser shall purchase from the Company, the Purchased Shares for an aggregate purchase price equal to the Subscription
Amount. The Closing shall take place on the Closing Date.
2.2
Deliveries.
(a)
On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the Subscription Amount by wire
transfer of immediately available funds in accordance with the Company’s written wire instructions.
(b)
On or prior to the Closing Date, subject to the Company’s receipt of the Subscription Amount from the Purchaser, the Company
shall deliver or cause to be delivered to the Purchaser evidence of the issuance of the Purchased Shares registered in the name of
the Purchaser on the Company’s register of members.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1
Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as of the date
hereof and as of the Closing Date as follows:
(a)
Organization and Qualification. The Company is duly incorporated, validly existing and in good standing under the laws of
the British Virgin Islands, with the requisite corporate power and authority to own and use its properties and assets and to carry on
its business as currently conducted.
(b)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this
Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes the valid
and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies.
(c)
No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s currently
effective memorandum and articles of association,
(ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, any agreement, indenture or instrument
to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which the Company is subject.
(d)
Issuance of the Purchased Shares. The Purchased Shares are duly authorized and, when issued and paid for in accordance with
this Agreement, will be duly and validly issued, fully paid and non-assessable (which term when used herein means that no further sums
are required to be paid by the holder thereof in connection with the issue thereof), free and clear of all Liens imposed by the Company.
(e)
No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the
Purchased Shares by any form of general solicitation or general advertising.
3.2
Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as of the date
hereof and as of the Closing Date as follows:
(a)
Organization and Qualification. The Purchaser is duly incorporated, validly existing and in good standing under the laws
of the British Virgin Islands, with the requisite corporate power and authority to own and use its properties and assets and to carry
on its business as currently conducted.
(b) Authorization;
Enforcement. The Purchaser has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Purchaser
and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the
part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes the valid and binding obligation
of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies.
(c) No
Conflicts. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser of
the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Purchaser’s
currently effective memorandum and articles of association, (ii) conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, any agreement, indenture or instrument to which the Purchaser is a
party, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any
court or governmental authority to which the Purchaser is subject.
(d) Investment
Purpose. The Purchaser is acquiring the Purchased Shares for the Purchaser’s own account, for investment purposes only, and
not with a view to, or for offer or sale in connection with, any distribution thereof in violation of applicable securities laws.
(e) Investor
Status. The Purchaser is a non-U.S. person (as defined in Regulation S under the Securities Act) and is acquiring the Purchased
Shares in an offshore transaction in compliance with Regulation S under the Securities Act.
(f)
Transfer Restrictions. The Purchaser acknowledges that the Purchased Shares have not been registered under the Securities
Act or the securities laws of any other jurisdiction, and may not be transferred except in compliance with applicable securities laws
and the articles of association of the Company, as may be amended from time to time.
(g) Experience
of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in
the Purchased Shares, and has so evaluated the merits and risks of such investment.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 Legend.
The Purchaser understands that the Purchased Shares will bear a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of such Purchased Shares):
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES ACT AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION.”
4.2
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflict of laws thereof.
4.3
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter
hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements, whether written or oral,
relating to such subject matter.
4.4
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written
instrument signed by both Parties. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of either Party to exercise any right hereunder in any manner impair the exercise
of any such right.
4.5
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors
and permitted assigns. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent
of the other Party.
4.6
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated.
4.7
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or
any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any
counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
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IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first written above.
| Mint Incorporation Limited |
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| By: |
/s/ Hoi Lung Chan |
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| Name: |
Hoi Lung Chan |
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| Title: |
Director |
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE FOR PURCHASER FOLLOWS]
[PURCHASER SIGNATURE PAGE TO MINT INCORPORATION LIMITED
SHARE PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Share
Purchase Agreement to be duly executed as of the date first indicated above.
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PURCHASER: |
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For and on behalf of |
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Deep Vision Enterprise Limited |
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Signature: |
/s/ Hoi Lung Chan |
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Name: |
Hoi Lung Chan |
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Title: |
Director |
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Subscription Amount: HK$5,000,000
Number of Class B Ordinary
Shares: 211,879
Address for Notice: Ogier Global (BVI) Limited, Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands
Email Address: damian@mattero.com
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