EXHIBIT 10.03
AGREEMENT
Made the day of 2001
BETWEEN Easylink Information Technology Co. Ltd. (the "COMPANY") of
the First Part
AND The Parties listed in Schedule A of the Agreement (the
"SHAREHOLDERS") of the Second Part
WHEREAS
1.1 The Company is incorporated in the British Virgin Islands and having
its registered office at Craigmuir Xxxxxxxx, X X Xxx 00, Xxxx Xxxx,
Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx;
1.2 The Shareholders are the legal and beneficial owners of all of the
issued and outstanding shares in Reng Bang Information Co., Ltd. ("RENG
BANG") a company organised under the laws of Taiwan;
1.3 The Shareholders wanted to change the domicile of Reng Bang to that of
the British Virgin Islands as the Shareholders wanted to have the
Company's shares listed in the Nasdaq Stock Exchange;
1.4 The Shareholders determined that a BVI corporate vehicle would be the
appropriate vehicle to use for the listing;
1.5 The Shareholders determined that they would effect the change of
domicile by subscribing for shares in the Company in exchange for the
shares they hold in Reng Bang;
1.6 After the share exchange described above, the Reng Bang would be the
wholly-owned subsidiary of the Company;
IT IS HEREBY AGREED THAT
2.1 The Company shall allot and issue and each Shareholder shall subscribe
for the shares of Common Stock in the Company set out opposite their
names in Schedule A in exchange for the shares held by the Shareholders
in Reng Bang (the "PURCHASE PRICE").
2.2 The Purchase Price shall be paid upon completion of this Agreement.
3. Completion of this Agreement shall take place on the day of 2001.
4 The time of completion shall be fundamental to this Agreement.
5.1 Upon completion the Company shall
5.1.1 allot and issue to each shareholder the shares set out
opposite its name in Schedule A hereof;
5.1.2 issue a share certificate in the name of each Shareholder
evidencing ownership of the shares set out opposite their name
in Schedule A hereof;
5.1.3 register each Shareholder in the Company's share register as
the holder of the shares.
5.2 Upon completion each Shareholder shall
5.2.1 take any action and execute any transfer instrument necessary
to transfer their shares held in Reng Bang into the name of
the Company;
6.1 The Company hereby warrants that
6.1.1 the shares are not subject to any lien, charge or other
encumbrance or to any adverse claim;
6.1.2 the shares are not subject to any restrictions on transfers;
6.1.3 it is duly organised, validly existing and in good standing
under the laws of the British Virgin Islands with corporate
power to own its assets and to carry on its business;
6.1.4 the Company has not entered into any contract or undertaken
any obligation other than contracts or obligations that are
usual in the ordinary course of its business;
6.1.5 the Company is not engaged in any litigation or arbitration
nor is it aware of any pending or threatened litigation or
arbitration;
7 Each of the parties hereto shall be responsible for its own legal
costs.
9 This Agreement shall be construed in accordance with laws of the
British Virgin Islands.
AS WITNESS the hands of the parties hereto
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Signed by ____________________ )
on behalf of )
Easylink Information Technology )
Co. Ltd. )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxxx,Xx-Fang )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxx, Xxx-Yi )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Oh, Xxxx-Xxx )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxxxx, Xxx-Huar )
in the presence of: )
)
)
-------------------------------- )
Witness
3
Signed by )
Hsu, Chin-Shou )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxxx, Xxxx-Long )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxxx, Xxxx-Hua )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxxx, Xxxxx-Xxxx )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Chen, Xx-Xxxx )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxxx, Xx-Lung )
in the presence of: )
)
-------------------------------- )
Witness
4
Signed by )
Xxxxx, Xxx Shang )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Chen, Chen-Nan )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxxxx, Xxxx-Chuan )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Su,I-Chi )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxx, Xxxx-Xxxxx )
in the presence of: )
)
)
-------------------------------- )
Witness
5
Signed by )
Xxxx,Xxxx-Chuan )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxxx, Xxx-Xxxxx )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxxx, Xx-Wen )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxx, Xxxx-Xxxx )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Wu, Yu-Yi )
in the presence of: )
)
)
-------------------------------- )
Witness
6
Signed by )
Oh, Xxxx-Xxx )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxxx, Xxxxx-Xxxx )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxxxx, Xxxxx-Chieh )
in the presence of: )
)
)
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Witness
Signed by )
Xxxxx, Xxx-Ling )
in the presence of: )
)
)
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Witness
Signed by )
Xxx, Xxx-Ming )
in the presence of: )
)
)
-------------------------------- )
Witness
7
Signed by )
Xxxx, Xxxx-Xxxxx )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Liu, Ssu-Yi )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxxxx, Xxx-Hui )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Peng, Xxxx-Xxxxxx )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxxx, Xxxx-Min )
in the presence of: )
)
)
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Witness
8
Signed by )
Xxxx, Xxxxx-Xxx )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxx, Xxxxx-Der )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Lin, Xxxx-Xxxx )
in the presence of: )
)
)
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Witness
Signed by )
Xxx, Xxxxx-Ter )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Chou, Xxx-Xxx )
in the presence of: )
)
)
-------------------------------- )
Witness
9
Signed by )
Chi, He-Liang )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xx, Xxxx-Chi )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxx,Xxxx-Xxxx )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Shen, Xxx-Xxxx )
in the presence of: )
)
)
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Witness
Signed by )
Yu, Li-Min )
in the presence of: )
)
)
-------------------------------- )
Witness
10
Signed by )
Chen, Shih-Hsiang )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Chen, Chen-Ming )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxxxx, Xxxx-Xxxx )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Chen, Xxxx-Xxxxx )
in the presence of: )
)
)
-------------------------------- )
Witness
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Signed by )
Xxxx, Pi-Jung )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Xxxxxx, Xxxx-Xxx )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Feng, Sheng-Fen )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Yen, Yung-Hsin )
in the presence of: )
)
)
-------------------------------- )
Witness
Signed by )
Lin, Pin-Chun )
in the presence of: )
)
)
-------------------------------- )
Witness
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SCHEDULE A
Name of Shareholder No. of Shares in Reng Bang No. of Shares in the Company
------------------- -------------------------- ----------------------------
Xxxx,Xx-Fang 858,000 308,000
Xxxx,Xx-Lung 822,000 295,077
Chen,XX-Xxxx 30,000 10,769
Xxxxx,Xxx-Shang 250,000 89,794
Xxxx,Xxxxx-Xxxx 354,000 127,077
Chen,Chen-Nan 998,000 358,256
Hsu,Chin-Shou 90,000 32,308
Xxxx,Xxxx-Hua 55,000 19,744
Xxxxx,Xxxx-chuan 33,000 11,846
Su,I-Chi 5,000 1,795
Xxx,Xxxx-Xxxxx 22,000 7,897
Xxxx,Xxxx-chuan 50,000 17,949
Xxxx,Xxx-Xxxxx 25,000 8,974
Xxxx,Xx-Wen 18,000 6,462
Xxx,Xxxx-Xxxx 475,000 170,513
Wu,Yu-Yi 100,000 35,897
Xxx,Xxx-Yi 195,000 70,000
Oh,Xxxx-Xxx 600,000 215,385
Xxxx,Xxxxx-Xxxx 300,000 107,692
Xxxxx,Xxxxx-Chieh 1900,000 682,051
Xxxxx,Xxx-Ling 319,000 114,513
Xxx,Xxx-Ming 60,000 21,538
Xxxx,Xxxx,Long 48,000 17,231
Xxxx,Xxxx-Xxxxx 40,000 14,359
Liu,Ssu-Yi 100,000 35,897
Xxxxx,Xxx-Hui 18,000 6,462
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Peng,XXxx-Xxxxxx 10,000 3,590
Xxxx,Xxxx-Min 30,000 10,769
Xxxx,Xxxxx-xxx 2,000,000 717,949
Xxx,Xxxxx-Der 1,000,000 358,974
Lin,Xxxx-Xxxx 5,000 1,795
Xxx,Xxxxx-Ter 8,000 2,827
Chou,Xxx-Xxx 8,000 2,827
Chi,He-Liang 4,000 1,436
Xx,Xxxx-Chi 6,000 2,154
Xxx,Xxxx-Xxxx 4,000 1,436
Shen,Xxx-Xxxx 19,000 6,821
Oh,Xxxx-Xxx 500,000 179,487
Yu,Li-Min 330,000 118,462
Chen,Shih-Hsiang 62,000 22,256
Chen,Chen-Ming 50,000 17,949
Xxxxx,Xxxx-Xxxx 30,000 10,769
Chen,Xxxx-Xxxxx 175,000 62,820
Xxxx,Pi-Jung 10,000 3,590
Xxxxxx,Xxxx-Xxx 10,000 3,590
Feng,Sheng-Fen 150,000 53,846
Yen,Yung-hsin 45,000 16,153
Lin,Pin-Chun 30,000 10,769
Xxxxx,Xxx-Huar 749,000 268,871
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TOTAL 13,000,000 4,666,666
========== =========
Note:
(i) Each share in Reng Bang had a par value of NT$10.00.
(ii) The Company was going issue one (1) share of Common Stock for every
2.7857 shares in the capital of Reng Bang.
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