SHARES ACQUISITION AGREEMENT (the “AGREEMENT” ) OF SHANGHAI E & T SYSTEM COMPANY LIMITED
Exhibit
10.3
(the
“AGREEMENT” ) OF
SHANGHAI
E & T SYSTEM COMPANY LIMITED
(
)
-1-
TABLE
OF CONTENTS
|
Contents
|
Page
|
|
1
Agreement
|
3
|
|
2
Shares Acquisition
|
3
|
|
3
Payment of consideration to the Existing Shareholders
|
4
|
|
4
Completion
|
4
|
|
5
Disclosure
|
4
|
|
6
Announcements
|
4
|
|
7
Severability
|
5
|
|
8
General
|
5
|
|
9
Whole agreement
|
6
|
|
10
Governing laws
|
6
|
|
Schedule
1 The Existing Shareholders (Transferor)
|
7
|
-2-
|
1.
|
THIS
AGREEMENT
is
made on 6th
August 2006
|
BETWEEN:
|
(1)
|
▇▇▇▇▇▇▇▇▇
Investments Limited,
(“▇▇▇▇▇▇▇▇▇”) a company incorporated in the British Virgin Islands (“the
Transferor”);
and
|
|
(2)
|
COMTECH
(CHINA) HOLDING LTD., (“Comtech
China”), a
company incorporated in the British Virgin Islands (the
“Transferee”).
|
WHEREAS:
| (A) |
SHANGHAI
E & T SYSTEM COMPANY LIMITED
(“
”)
(“The Company”) is a company limited by shares and incorporated in the
People’s Republic of China .
|
| (B) |
The
Transferee intends to acquire totally 40% of the Company’s
shares from
the ▇▇▇▇▇▇▇▇▇ named in Schedule 1
in an aggregate sum of RMB16,000,000.
|
| (C) |
The
Transferee and the Transferor have agreed to enter into this Agreement
for
the purposes of recording the terms and conditions on which the Transferee
will purchase totally 40% of the Company’s shares from
the ▇▇▇▇▇▇▇▇▇.
|
| 2 |
Shares
Acquisition
|
Pursuant
to this Agreement, Comtech China have agreed to acquire and 潋椉
and
孙瀻
(collectively the “Transferor”) who are the shareholders of the ▇▇▇▇▇▇▇▇▇
named in
Schedule 1 have agreed to dispose the shares interest in the Company,
representing 40% equity interest in [“
”]
for
a
consideration of totally RMB16,000,000 satisfy by cash.
-3-
| 3 |
Payment
of Consideration to the Existing
Shareholders
|
| 3.1 |
Comtech
China will pay RMB8,000,000 purchase consideration to each
“Transferor” respectively (totally RMB16,000,000) on
the following manner:-
|
(A)
Payment of RMB5,000,000 to each transferor (totally RMB10,000,000) within 1
month from the day on which the Agreement was signed on the condition of
completion of this agreement. ;
(B)
Payment of RMB3,000,000 to each transferor (totally RMB6,000,000) no later
than
18 months from the day on which the Agreement was signed on the condition of
completion of this agreement.
|
4
|
Completion
|
The
Agreement will be completed upon completion of the registration procedures
to
validate the transfer of shares from transferor to transferee in accordance
with
rules and regulation of the Peoples’s Republic of China.
| 5 |
Disclosure
|
The
Existing Shareholders acknowledge that all facts relating to the Company
businesses that could reasonably be expected to or would have any material
adverse effect on such Company businesses have been fully disclosed to Comtech
China or to their legal counsel in the course of the negotiations leading to
this Agreement was given and is now complete, true and accurate, taken as a
whole, in all material respects and not misleading in any material respect.
| 6 |
Announcements
|
No
party
shall make or permit any person connected with it to make any announcement
concerning this Agreement or any ancillary matter except as required by law
or
any competent regulatory body or with the prior written approval of the other
parties, such approval not to be unreasonably withheld or delayed.
-4-
| 7 |
Severability
|
The
provisions contained in each clause and sub-clause of this Agreement shall
be
enforceable independently of each of the others and its validity shall not
be
affected if any of the others is invalid. If any of those provisions is void
but
would be valid if some parts of the provision were deleted, the provision in
question shall apply with such modification as may be necessary to make it
valid.
| 8 |
General
|
| 8.1 |
Save
as provided otherwise in this Agreement, none of the rights or obligations
under this Agreement may be assigned or transferred without the prior
written consent of Comtech China.
|
| 8.2 |
This
Agreement may be executed in any number of counterparts, all of which
together shall constitute one and the same agreement, and any party
may
enter into this Agreement by executing a
counterpart.
|
| 8.3 |
The
Existing Shareholders agree, as between themselves, that they shall
procure the convening of all meetings and the giving of all waivers
and
consents and the passing of all resolutions and shall otherwise exercise
all powers and rights available to them in order to give effect to
the
provisions of this Agreement.
|
| 8.4 |
The
Existing Shareholders agree, as between themselves, that if any provisions
of the memorandum and/or articles of association or incorporation
or
by-laws of the Company at any time conflict with any provisions of
this
Agreement, the provisions of this Agreement shall prevail and the
existing
shareholders shall exercise all powers and rights available to them
to
procure the amendment of such memorandum and/or articles of association
or
by-laws to the extent necessary to permit the Company and its affairs
to
be regulated as provided in this
Agreement.
|
| 8.5 |
The
Existing Shareholders represent that they are the beneficial and
legal
owner of the 40% share capital of the Company and their ownership
in the
Company are free and clear of any lien, charge or encumbrance
whatsoever.
|
| 8.6 |
Save
as provided otherwise, where any obligation, representation, warranty
or
undertaking in this Agreement is expressed to be made, undertaken
or given
by two or more persons, such person shall be jointly and severally
responsible in respect of it.
|
-5-
|
9
|
Whole
Agreement
|
| 9.1 |
This
Agreement constitutes the full and entire understanding and agreement
among the parties with regard to the subjects hereof and thereof.
Any term
of this Agreement may be amended and the observance of any term of
this
Agreement may be waived (either generally or in a particular instance
and
either retroactively or prospectively), only with the written consent
of
Comtech China, provided, however, that any party may waive any of
such
party’s respective rights hereunder without obtaining the consent of any
other party.
|
| 9.2 |
Each
of the parties acknowledges that, in agreeing to enter into this
Agreement, it has not relied on any representation, warranty, collateral
contract or other assurance (except those set out in this Agreement
and
the documents referred to in it) made by or on behalf of any other
party
before the signature of this Agreement. Each of the parties waives
all
rights and remedies which, but for this Sub-clause 9.2, might otherwise
be
available to it in respect of any such representation, warranty,
collateral contract or other assurance, provided that nothing in
this
Sub-clause 9.2 shall limit or exclude any liability for
fraud.
|
| 10 |
Governing
Law
|
This
Agreement shall be governed by and construed under the laws of the Hong Kong
Special Administrative Region of the People’s Republic of China (“Hong
Kong”).
-6-
Schedule
1
▇▇▇▇▇▇▇▇▇
Investments Limited (Transferor)
|
Shareholders
Name
|
Paid
Up Capital (USD)
|
Shareholding
%
|
|
[
]
|
1
|
50.00
|
|
[
]
|
1
|
50.00
|
|
2
|
100.0
|
|
-7-
This
Agreement was signed by the parties on the date first written
above.
|
SIGNED
by
|
)
|
|
for
and on behalf of
|
)
|
|
COMTECH
(CHINA) HOLDING LTD.
|
)
/s/
▇▇▇▇▇▇▇ ▇▇▇▇
|
|
in
the presence of:
|
|
|
SIGNED
by [
]
|
)
|
|
for
and on behalf of
|
)
|
|
▇▇▇▇▇▇▇▇▇
Investments Limited
|
)
/s/
Shao,
Lei
|
|
in
the presence of:
|
|
|
SIGNED
by
[
]
|
)
|
|
for
and on behalf of
|
)
|
|
▇▇▇▇▇▇▇▇▇
Investments Limited
|
)/s/
Sun,
Xun
|
|
in
the presence of:
|
|
-
8-