Execution Copy DATED 9TH July, 2010 BIOPACK ENVIRONMENTAL LIMITED as Vendor and WELL TALENT TECHNOLOGY LIMITED as Purchaser SHARE PURCHASE AGREEMENT IN RELATION TO ROOTS BIOPARK LIMITED AND ROOTS BIOPACK (INTELLECTUAL PROPERTY) LIMITED Tso Au Yim &...

EX-10.35 3 exhibit10-35.htm

Execution Copy

DATED 9TH July, 2010

BIOPACK ENVIRONMENTAL LIMITED as Vendor

and

WELL TALENT TECHNOLOGY LIMITED as Purchaser


	SHARE PURCHASE AGREEMENT
	IN RELATION TO
	ROOTS BIOPARK LIMITED
	AND
	ROOTS BIOPACK (INTELLECTUAL PROPERTY) LIMITED

Tso Au Xxx & Xxxxx, Solicitors 5th Floor, Ka Wah Xxxx Xxxxxx 000 Xxx Xxxxx Xxxx Xxxxxxx Xxxx Xxxx Telephone: (000) 0000 0000 Fax: (000) 0000 0000 Ref: BT/1006917/COM

CONTENTS

Number	Clause Headings	Page
1.	Definitions and Interpretation	2
2.	Sale of Sale Shares and Shareholder's Loan	7
3.	Consideration	7
4.	Proof of Title and Due Diligence Exercise	7
5.	Conditions Precedent	8
6.	Completion	10
7.	Restriction of Vendor	12
8.	Warranties	12
9.	Restriction on Announcements	14
10.	Pre-Completion Obligations	14
11.	Confidentiality of Information	16
12.	Costs	17
13.	General	17
14.	Notices	18
15.	Governing Law and Submission to Jurisdiction	19
SCHEDULE 1	Details of RBIPL	20
SCHEDULE 2	Details of RBL	21
SCHEDULE 3	Details JRBL	22
SCHEDULE 4	Sales Shares	23
SCHEDULE 5	The Current Properties	24
SCHEDULE 6	Form of Release from Each of the Resigning Directors and Secretary	25
SCHEDULE 7	Deed of Assignment	26
SCHEDULE 8	Deed of Indemnity	29
SCHEDULE 9	Warranties	35
SCHEDULE 10	RBIPL IP Rights	55
SCHEDULE 11	Form of the Distribution and Sales Agreement	56

Execution	66

DATE: the 9th day of July, 2010

PARTIES:

(1)	BIOPACK ENVIRONMENTAL LIMITED, a company incorporated in Hong Kong with company number 1010385 whose registered office is situate at Room 1302, 13th Floor, Xxxxxxxxxxx Xxxxxx, 0 Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxx Xxxx (“the Vendor”); and

(2)	WELL TALENT TECHNOLOGY LIMITED, a company incorporated in the British Virgin Islands with company number 1048655 whose registered office is situate at Akara Building, 00 Xx Xxxxxx Xxxxxx, Xxxxxxxx Cay 1, Road Town, Tortola, British Virgin Islands (“the Purchaser”).

RECITALS:

A.	The Vendor is the wholly-owned subsidiary of Starmetro Group Limited (“SMG”), a Company formed under the laws of the British Virgin Islands.

B.	SMG is the wholly-owned subsidiary of Biopack Environmental Solutions Inc. (“BESI”), a corporation formed under the laws of the State of Nevada, USA, which has a class of shares registered with the Securities and Exchange Commission pursuant to Section 12(g) of the U.S. Securities Exchange Act of 1934.

C.	BESI’s common shares are listed for quotation on the Over the Counter Bulletin Board operated by the Financial Industry Regulatory Authority.

D.	The Vendor has a wholly owned subsidiary named Roots Biopack (Intellectual Property) Limited, a company incorporated in Hong Kong with company number 966827 whose registered office is situate at Room1302, 13th Floor, Xxxxxxxxxxx Xxxxxx, 0 Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxx Xxxx (“RBIPL”).

E.	The Vendor has another wholly owned subsidiary named Roots Biopark Limited, a company incorporated in Hong Kong with company number 1024672 whose registered office is situate at Xxxx 000, 0xx Xxxxx, Xxxxxxxxx Xxxxxx, 67 Xxxx Road, Tsimshatsui East, Kowloon, Hong Kong (“RBL”).

F.	Jiangmen Roots Biopack Ltd (江門市活思環保包裝製品有限公司)(“JRBL”), a company formed under the laws of the Peoples Republic of China (“PRC”) whose legal address is situate at 江門市杜阮鎮亭園羊角坑工業區3號, is the wholly-owned subsidiary of RBL.

G.	JRBL leases a factory in Jiangmen, Guangdong Province, PRC.

H.	RBL, JRBL and RBIPL are engaged in the business of developing, manufacturing, distributing and marketing bio-degradable food containers and disposable industrial packaging for consumer products under the brand name “Roots Biopack”.

I.	The Purchaser has advanced two sums of HK$2,000,000 each to the Vendor on 22nd April, 2010 and 3rd June, 2010 respectively by way of loan (approximately U.S. $516,129.03 @HK$7.75) (the “Loans”).

X.	Xxx Xxx Xxxxx, alias, Xxxxxx Xxx (the “Guarantor”), a director of BESI and RBL, has personally guaranteed repayment of the Loan.

K.	The Purchaser wishes to purchase all of the issued and outstanding shares (collectively, the “Sale Shares”) of RBL and RBIL (which, together with RBL’s subsidiary JRBL may hereinafter be collectively referred to as the “Target Group”) and the outstanding shareholder’s loans advanced to RBTL and RBIL (collectively, the “Shareholder’s Loans”) and the Vendor desires to sell the Sale Shares and the Shareholder’s Loan to the Purchaser and after extensive negotiation, the Parties have agreed on the terms and conditions for the sale and purchase of the Sale Shares and the Shareholder’s Loan as set out below.

TERMS AGREED:

1.	Definitions and Interpretation

1.1	In this Agreement where the context so admits the following words and expressions shall have the following meanings:

	“Accounting Date”	31st December, 2009 ;

	“Accounts”	the audited financial statements of all the companies within the Target Group : (i) as at, and for the year ended on, the Accounting Date (such financial statements comprising an income statement, a balance sheet, a statement of changes in equity, a cash flow statement, notes and directors’ and auditors’ report); (ii) as at, and for the year ended on, 31st December, 2009 (such financial statements comprising an income statement, a balance sheet, a statement of changes in equity, a cash flow statement, notes and directors’ and auditors’ report); and (iii) as at, and for the year ended on, 31st December, 2009 (such financial statements comprising an income statement, a balance sheet, a statement of changes in equity, a cash flow statement, notes and directors’ and auditors’ report);

	“Advisors	The professional advisors and consultants retained by the Purchaser to advise on the transaction herein including but not limited to legal advisors, consultants, bankers and financial advisors;

	“BESI”	Biopack Environmental Solutions Inc.;

	“Board”	the board of directors of the Company for the time being;

	“Business Day”	a day (other than a Saturday or Sunday) on which banks are open for business in Hong Kong;

	“company”	any company or body corporate wherever incorporated;

	“Companies Ordinance”	the Companies Ordinance (Chapter 32 of the Laws of Hong Kong);

	“Completion”	completion of the sale and purchase of the Sale Shares and the Shareholder’s Loans as specified in Clause 6;

	“Completion Date”	15th September, 2010 (or such later date as the Purchaser and Vendor may agree in writing);

	“Conditions Precedent”	the conditions precedent specified in Clause 5;

	“Consideration”	the consideration for the Sale Shares and the Shareholder’s Loans specified in Clause 3;

	“Current Properties”	all land and premises currently leased or used by any of the company within the Target Group or under the present occupation or control of any of the company within the Target Group short particulars of which are set out in Schedule 5;

	“Deed of Assignment”	the deed in the form set out in Schedule 7;

	“Deed of Indemnity”	the deed in the form set out in Schedule 8;

	“Directors”	the persons listed as directors of any of the company within the Target Group in Schedules 1, 2 and 3;

	“Disclosure Letter”	the letter of even date to this Agreement from the Vendor to the Purchaser in the approved terms;

	“Distribution and Sales Agreement”	the distribution and sales agreement in the form set out in Schedule 11 to be entered into between the Vendor and the Purchaser;

	“Due Diligence Exercise”	the due diligence exercise on the legal, accounting, financial and business affairs of each of the company within the Target Group and their respective assets to be conducted by the Advisors as specified in Clause 4;

	“Environment”	all or any of the following media, namely, the air, water and land (including ambient air, surface water, ground water, soils, land surface and subsurface strata); and the medium of air includes the air within buildings and the air within other natural or man-made structures above or below ground;

	“Environmental Law”	all and any laws, common law, statutes, directives, regulations, notices, standards having force of law, codes of practice, guidance notes, by-laws, judgments, decrees or orders whether of Hong Kong or any other relevant jurisdiction, relating to pollution, contamination or protection of the Environment or to the storage, labelling, handling, release, treatment, manufacture, processing, deposit, transportation or disposal of Hazardous Substances;

	“Guarantor”	Xx. Xxx Xxx Xxxxx ,alias, Xxxxxx Xxx, a director of BESI and RBL, who has personally guarantee to the Purchaser on the Loans;

	“Hazardous Substances”	all substances of whatever description which may cause or have a harmful effect on the Environment or the health of man or any other living organism including all poisonous, toxic, noxious, dangerous and offensive substances;

	“Hong Kong”	the Hong Kong Special Administrative Region of PRC;

	“Intellectual Property”	includes patents, knowhow, trade secrets and other confidential information, registered designs, copyrights, performer’s rights, Internet domain names of any level, plant variety rights, design rights, rights in circuit layouts, topography rights, trade marks, service marks, business names, registrations of, applications to register and rights to apply for registration of any of the aforesaid items, rights in the nature of any of the aforesaid items in any country, rights in the nature of unfair competition rights and rights to xxx for passing off;

	“JRBL”	Jiangmen Roots Biopack Limited (江門市活思環保包裝製品有限公司);

	“Leases”	all the leases, sub-leases, tenancy agreements, sub- tenancy agreements, licences or other documents (including any options for extension relating thereto) granted or agreed to be granted to any of the company within the Target Group or pursuant to which any company within the Target Group holds or occupies any property (real or personal), details of which are set out in Schedule 5;

	“Loans”	the total sum of HK$4,000,000 advanced by the Purchaser to the Vendor on 22 April, 2010 and 3rd June, 2010 by way of loans;

	“Management Accounts”	the unaudited balance sheet of all the companies within the Target Group as at 31st March, 2010 and the unaudited income statement of the companies within the Target Group for the period commencing from the day immediately following the Accounting Date and ending on 31st march, 2010 and certified as true and correct by the Directors,, copies of which are annexed to the Disclosure Letter;

	“MPFS Ordinance”	the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong);

	“Parties”	the named parties to this Agreement;

	“PRC”	the People’s Republic of China but excluding, for the purposes of this Agreement, Hong Kong, Macau and Taiwan;

	‘Purchaser”	Well Talent Technology Limited;

	“Purchaser’s Solicitors”	Tso Au Xxx & Xxxxx, Solicitors of 5th Floor, Ka Wah Bank Centre, 000 Xxx Xxxxx Xxxx Xxxxxxx, Xxxx Xxxx;

	“RBIPL”	Roots Biopack (Intellectual Property) Limited;

	“RBIPL IP Rights”	The Intellectual Properties and all rights appertaining thereto owned by RBIPL as specified in Schedule 10;

	‘RBL”	Roots Biopark Limited;

	“Sale Shares”	the shares in the capital of RBIPL and RBL listed in Schedule 4, comprising the entire issued share capital of the RBIPL and RBL;

	“Shareholder’s Loans	The shareholder’s loan in the sum of HK$26,017,413.91 advanced by the Vendor to RBL and the shareholder’s loan of HK$193,442.256 advanced by the Vendor to RBIPL as stated in the Management Accounts;

	“SMG”	Starmetro Group Limited;

	“Target Group”	RBIPL, RBL and JRBL or any one or more of them;

	“Tax”	all forms of taxation, estate duties, deductions, withholdings, customs duties, imposts, levies, fees, charges, social insurance contributions, social security contributions and rates imposed, levied, collected, withheld or assessed by any local, municipal, regional, urban, governmental, state, federal or other body in Hong Kong, the PRC or elsewhere and any interest, additional taxation, penalty, surcharge or fine in connection therewith;

	“Vendor”	Biopack Environmental Limited;

	“Warranties”	the representations, warranties and undertakings

		contained or referred to in Clause 8 and Schedules 8;

	“HK$”	Hong Kong dollars, the lawful currency of Hong Kong; and

	“RMB”	Renminbi, the lawful currency of PRC;

	“US$”	United States dollars, the lawful currency of the United States of America.

1.2	Save where the context otherwise requires or as otherwise expressly defined in this Agreement, words and phrases the definitions of which are contained or referred to in the Companies Ordinance shall be construed as having the meaning thereby attributed to them.

1.3	Any references, express or implied, to statutes or statutory provisions shall be construed as references to those statutes or provisions as respectively amended or re-enacted or as their application is modified from time to time by other provisions (whether before or after the date hereof) and shall include any statutes or provisions of which they are re-enactments (whether with or without modification) and any orders, regulations, instruments or other subordinate legislation under the relevant statute or statutory provision. References to Sections of consolidating legislation shall, wherever necessary or appropriate in the context, be construed as including references to the Sections of the previous legislation from which the consolidating legislation has been prepared.

1.4	References in this Agreement to Clauses and Schedules are to clauses in and schedules to this Agreement (unless the context otherwise requires). The Recitals and Schedules to this Agreement shall be deemed to form part of this Agreement.

1.5	Headings are inserted for convenience only and shall not affect the construction of this Agreement.

1.6	The expression “the Vendor” includes its successors and permitted assigns, and the expression “the Purchaser” includes its successors and assigns.

1.7	References to “persons” shall include individuals, bodies corporate, unincorporated associations, partnerships, limited liability companies, trusts, joint ventures, labor unions and all other entities (whether or not having separate legal personality).

1.8	References to writing shall include any methods of producing or reproducing words in a legible and non-transitory form.

1.9	The masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa.

1.10	All warranties, representations, indemnities, covenants, agreements and obligations given or entered into by more than one person are given or entered into jointly and severally.

1.11	A document expressed to be “in the approved terms” means a document the terms of which have been approved by or on behalf of the Purchaser and the Vendor and a copy of which has been signed for the purposes of identification by or on behalf of the Purchaser and the Vendor.

1.12	In construing this Agreement:

	1.12.1	the rule known as the ejusdem generis rule shall not apply and, accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;

	1.12.2	the words “include,” “includes,” “including” and words of similar import do not limit the preceding terms or words and shall be deemed to be followed by the words “without limitation”;

	1.12.3	general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

2.	Sale of Sale Shares and the Shareholder’s Loans

2.1	Subject to the terms of this Agreement, the Vendor shall sell as registered holder and beneficial owner and the Purchaser shall purchase, free from all liens, charges and encumbrances and together with all rights now or hereafter attaching to them, including all rights to any dividend or other distribution declared, made or paid after the Completion Date, other than as expressly provided in this Agreement, the number of Sale Shares set out in Schedule 4 and the amount of the Shareholder’s Loans set out in the Management Accounts.

3.	Consideration

3.1	The total consideration payable for the Sale Shares and the Shareholder’s Loans shall be Hong Kong Dollars Six Million and Eighty Thousand Only (HK$6,800,000).

3.2	The Consideration shall be payable on Completion in accordance with Clause 6 of which HK$2,800,000 shall be by way of cash payment and HK$4,000,000 shall be by way of set-off with the Loans and the irrevocable and unconditional release of the Guarantor.

4.	Proof Of Title And Due Diligence Exercise

4.1	The Vendor shall at its own expenses prove and show that the Vendor has good title to the Sale Shares and the Shareholder’s Loans and shall at the like expense make and furnish to the Purchaser such deeds or documents as may be reasonably necessary to prove such title.

4.2	The Vendor undertakes to exercise its commercially reasonable endeavours and at its own costs to assist and facilitate the Purchaser to carry out financial, legal and regulatory due diligence exercise on the affairs of each of the company within the Target Group including but not limited to the financial, contractual, taxation, assets, liabilities, employment and trading position of the Target Group by providing and supplying to the Advisors and/or shall permit the Advisors (or any person authorized by the Purchaser) to have access (together with the right to take copies), or provide the Advisors with response, to the following :-

	4.2.1	all books, accounts, accounting records, ledgers, financial records, bank accounts passbooks and statements, books of account, check books and check stubs or counterfoils of the Target Group;

	4.2.2	tax returns together with related correspondence and correspondence with any statutory, governmental, state, provincial, local or municipal authority whatsoever of the Target Group;

	4.2.3	all the statutory books, and other books and records (written up to but excluding the Completion Date) and the certificate of incorporation, certificate of incorporation on change of name, business registration certificate(s), copies of Memorandum and Articles of Association or bye-laws, unused share certificate, and all minutes, resolutions and records of or relating to the Target Group;

	4.2.4	all insurance policies, contracts, guarantee, agreements and deeds to which the Target Group is a party;

	4.2.5	all information, documents, deeds, contracts, books, records and correspondence of or relating to the Sale Shares, the Target Group, the business, operations and employment matters of the Target Group and this Agreement as may be reasonably required by the Purchaser;

	4.2.6	all other information, documents and records showing ownership of the assets of the Target Group;

	4.2.7	any other information as may reasonably be requested by the Purchaser in writing from time to time.

4.3	Unless otherwise stated herein, the Vendor hereby agrees and declares that all the information, documents, records, deeds, correspondence or supplied to the Purchaser, shall form and be deemed to be representations made to the Purchaser and shall form part of the Warranties that all the information, documents, records, deeds, correspondence supplied to the Purchaser and to the best knowledge and belief of the Vendor without independent inquiry and in the absence of gross negligence on the part of the Vendor, the contents therein are true and accurate and not misleading in any material respect.

5.	Conditions Precedent

5.1	The sale and purchase of the Sale Shares and the Shareholder’s Loans is conditional upon the satisfaction of the following conditions precedent:

	5.1.1	the Purchaser is satisfied with the result of the Due Diligence Exercises over the Target Group;

	5.1.2	the Purchaser having obtained legal advice in form and substance acceptable to the Purchaser from a lawyer qualified to practise and advise on the PRC law confirming that all aspects of the transaction relating to the sale and purchase of the Sale Shares and the Shareholder’s Loans and the Completion thereof will comply with all applicable laws and regulations of the PRC and that RBL has legal and beneficial ownership of all the equity interest of JRBL and JRBL is in legal existence and of goodstanding and has obtained all regulatory approval to carry on its business and is the legal and beneficial owner of all its assets;

	5.1.3	the shareholders and directors of the Vendor, SMG and BESI having approved the signing of this Agreement and the sale and purchase of the Sale Shares thereunder;

	5.1.4	the Warranties (subject to all qualifications and exceptions contained in the Warranties relating to materiality, material adverse effect or words of similar import) remaining true and accurate and not misleading in any material respect at Completion as if repeated at Completion and at all times between the date of this Agreement and Completion;

	5.1.5	the Vendor having complied fully in all material respects with all of the covenants and agreements (subject to all qualifications and exceptions contained in such covenants and agreements relating to materiality, material adverse effect or words of similar import) required to be performed by it under this Agreement;

	5.1.6	all necessary consents being granted by third parties (including any governmental or official authorities) and no statute, regulation or decision which would prohibit, restrict or materially delay the sale and purchase of the Sale Shares or the operation of any of the company within the Target Group after Completion having been proposed, enacted or taken by any governmental or official authority;

	5.1.7	all notices in connection with the sale and purchase of the Sale Shares and the Shareholder’s Loans (including with or to governmental or official authorities and third parties), as the Purchaser deems necessary or appropriate having been published or delivered and the expiration (or waiver) of applicable waiting periods in connection therewith;

	5.1.8	the Target Group having received the consent, in form and substance satisfactory to Purchaser, to the purchase of the Sale Shares by the Purchaser by each landlord or other reversioner to any Lease of Current Property (if so required); and

	5.1.9	The Vendor entering into the Distribution and Sales Agreement with the Purchaser.

5.2	Except for Clauses 5.1.3 and 5.1.9 above, the Purchaser may waive all or any of the Conditions Precedent specified in Clause 5.1 above at any time by notice in writing to the Vendor, provided that no such waiver shall limit or preclude Purchaser’s right to assert a claim pursuant under this Agreement.

5.3	The Vendor and the Purchaser (to the extent that it is reasonably able) shall use their commercially reasonable endeavours to procure the fulfilment of the Conditions Precedent as promptly as practicable following the date of this Agreement.

5.4	In the event that any of the Conditions Precedent shall not have been fulfilled (or waived pursuant to Clause 5.2 prior to 15th September, 2010 then, unless the Parties amend this Agreement in writing in accordance with the terms hereof, neither the Purchaser nor the Vendor shall be bound to proceed with the purchase or sale, as the case may be, of the Sale Shares and the Shareholder’s Loans and this Agreement shall cease to be of any effect except Clauses 9 and 11 which shall remain in force and save in respect of claims arising out of any antecedent breach of this Agreement.

5.5	In the event that the Purchaser shall give notice in writing of satisfaction of, or shall waive, the Conditions Precedent contained in Clause 5.1 such notice or waiver shall not imply that the Purchaser is not relying on the Warranties but rather only that it is prepared, in reliance upon the Warranties and such comfort, if any, as it has taken from its investigations, to proceed with the transaction.

5.6	Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require the Purchaser to agree to, or proffer to, divest or hold separate any assets or any portion of any business of the Purchaser or the Target Group as a condition to, or term of, the Completion.

6.	Completion

6.1	Subject to the provisions of Clause 5, Completion shall take place on the Completion Date at the offices of the Purchaser’s Solicitors when all (but not some only) of the events described in this Clause 6 shall occur.

6.2	At Completion, the Vendor shall:

	6.2.1	deliver to the Purchaser:

		6.2.1.1	duly executed transfers and sold notes in respect of all of the Sale Shares in favour of the Purchaser or its nominee(s) together with the relative share certificates;

		6.2.1.2	such waivers or consents as the Purchaser may require to enable the Purchaser or its nominees to be registered as holders of any of the Sale Shares;

		6.2.1.3	the Deed of Assignment duly executed by the Vendor, RBL and RBIPL;

		6.2.1.4	the Deed of Indemnity duly executed by the Vendor and the Target Group;

		6.2.1.5	the Leases and all other relevant deeds, documents and correspondence relating to the Current Properties;

		6.2.1.6	all the statutory and other books and records (including financial records) duly written up to date of the Target Group and its certificate of incorporation, current business registration certificate, common seal and any other papers and documents of the Target Group in its possession or under its control;

		6.2.1.7	written confirmation in the approved terms that none of the Vendor, or Directors is aware of any matter or thing which is a breach of or inconsistent with any of the Warranties;

		6.2.1.8	letters of resignation in the approved terms from each of the Directors and the secretary of the Target Group, such resignations to take effect from close of the meeting of the Board referred to in Clause 6.2.2;

		6.2.1.9	a duly executed release under seal, in the approved terms, releasing the Target Group from any liability whatsoever (whether actual or contingent) which may be owing to the Vendor by the Target Group at Completion;

		6.2.1.10	irrevocable powers of attorney (in such form as the Purchaser may require) executed under seal by each of the holders of the Sale Shares in favour of the Purchaser or such person(s) as may be nominated by the Purchaser to enable the Purchaser or its nominees (pending registration of the said transfers) to act generally in respect of the Sale Shares and to execute all voting and other rights attaching to the Sale Shares and to appoint proxies for that purpose; and

		6.2.1.11	evidence that all of the insurance policies of the Target Group insuring the Target Group, the Current Properties, the Target Group’s assets or otherwise for the benefit of the Target Group, other than those policies identified by the Purchaser in writing not less than three (3) Business Days prior to the Completion Date, are or will be terminated effective as of the Completion.;

	6.2.2	cause such persons as the Purchaser may nominate to be validly appointed as directors of the companies within the Target Group and upon such appointment forthwith cause the Directors and the secretary of the companies within the Target Group to resign from their respective offices and as employees, each delivering to the Purchaser a letter under seal in the form set out in Schedule 6 acknowledging that the person so retiring has no claim outstanding for compensation or otherwise;

	6.2.3	procure revocation of all authorities to the bankers of the Target Group relating to bank accounts and procure the giving of authority to such persons as the Purchaser may nominate to operate the same;

	6.2.4	cause the Directors to hold a meeting of the Board at which the Directors shall pass resolutions in the approved terms (inter alia) to:-

		6.2.4.1	approve the registration of the Purchaser or its nominees as members of the Target Group subject only to the production of duly stamped and completed transfers in respect of the Sale Shares;

		6.2.4.2	approve and authorise the execution by the Target Group of the Deed of Assignment and the Deed of Indemnity;

6.3	At Completion, the Purchaser shall:

	6.3.1	pay the sum of HK$2,800,000 to the Vendor;

	6.3.2	pay the balance of the Consideration being HK$4,000,000 by way of set-off of all the amount due under the Loans ;

	6.3.3	deliver to the Vendor a certificate stating that the Loans have been repaid in full;

	6.3.4	release the Guarantor from his obligations over the Loans;

	6.3.5	deliver to the Vendor a counterpart Deed of Assignment duly executed by the Purchaser; and

	6.3.6	deliver to the Vendor a counterpart Deed of Indemnity duly executed by the Purchaser.

6.4	Without prejudice to any other remedies available to the Purchaser, if in any respect the provisions of Clause 6.2.1 are not complied with by the Vendor on the Completion Date the Purchaser may:

	6.4.1	defer Completion to a date not more than 28 days after the Completion Date (and so that the provisions of this Clause 6.4.1 shall apply to Completion as so deferred); or

	6.4.2	proceed to Completion so far as practicable (without prejudice to its rights under this Agreement); or

	6.4.3	rescind this Agreement.

7.	Restriction of Vendor

7.1	The Vendor undertakes with the Purchaser (for itself and as trustee for the Target Group) that, except with the consent in writing of the Purchaser it will not at any time after the Completion in relation to any trade, business or company use a name or trade xxxx including the word “Roots” or “Roots Biopack” or “Roots Biopark”or their Chinese equivalent or any words or symbols confusingly similar thereto in such a way as to be capable of or likely to be confused with the name or any trade xxxx of the Target Group and shall use its best endeavours to procure that no such name or trade xxxx shall be used by any person, firm or company with which it is connected.

7.2	While the restrictions contained in this Clause 7.1 are considered by the Parties to be reasonable in all the circumstances, it is recognised that restrictions of the nature in question may fail for technical reasons and accordingly it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Purchaser but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope the said restriction shall apply with such modifications as may be necessary to make it valid and effective.

7.3	The Parties acknowledge that any violation of any term of this Clause 7.1 may cause irreparable injury to the Purchaser. Therefore, the Vendor agrees that the Purchaser shall be entitled, in addition to any remedies it may have under this Agreement or at law, to injunctive and other equitable relief to prevent or curtail any breach of this Clause 7.1.

7.4	The restrictions contained in Clause 7.1 above shall be without prejudice to performance by and shall not limit the restrictions on any person under the terms of agreements entered into pursuant to this Agreement.

8.	Warranties

8.1	The Vendor represents, warrants and undertakes to and with the Purchaser that each of the statements set out in Schedule 9 is now and will at Completion be true and accurate.

8.2	The Warranties are given subject to matters fully, fairly and specifically disclosed in the Disclosure Letter but no other information relating to the Target Group of which the Purchaser has knowledge (actual or constructive) and no investigation by or on behalf of the Purchaser shall prejudice any claim made by the Purchaser under the Warranties or operate to reduce any amount recoverable, and liability in respect thereof shall not be confined to breaches discovered before Completion. No letter, document or other communication shall be deemed to constitute a disclosure for the purposes of this Agreement unless the same is accepted as such by the Purchaser and is expressly referred to in the Disclosure Letter.

8.3	The Vendor acknowledges that the Purchaser has entered into this Agreement in reliance upon the Warranties and has been induced by them to enter into this Agreement.

8.4	Without restricting the rights of the Purchaser or otherwise affecting the ability of the Purchaser to claim damages on any other basis available to it, in the event that any of the Warranties in this Clause 8 or in Schedule 9 is broken or (as the case may be) proves to be untrue or misleading (subject to all qualifications and exceptions contained in the Warranties or such covenant or undertaking relating to materiality, material adverse effect or words of similar import), the Vendor shall, on demand, pay to the Purchaser or, at the Purchaser’s direction, the Target Group:

	8.4.1	the amount necessary to put the Target Group into the position which would have existed if such Warranties had not been broken or (as the case may be) had been true and not misleading or such covenants and undertakings had been fully performed and satisfied; and

	8.4.2	all costs and expenses incurred by the Purchaser and/or the Target Group in connection with or as a result of such breach and any costs (including reasonable legal costs on a solicitor and own client basis), expenses or other liabilities which any of them may incur either before or after the commencement of any action in connection with (i) any legal proceedings in which the Purchaser claims that any of such Warranties has been broken or is untrue or misleading in which the Purchaser is the prevailing party or (ii) the enforcement of any settlement of, or order or judgment in respect of, such claim.

8.5	Where any statement in the Warranties or any confirmation or certificate given by the Vendor hereunder or pursuant hereto is qualified by the expression “so far as the Vendor is aware” or “to the best of the Vendor’s knowledge and belief” or any similar expression, that statement shall be deemed to include an additional statement that it has been made after due enquiry.

8.6	The Vendor shall procure that (save only as may be necessary to give effect to this Agreement) neither they nor the Target Group shall do, allow or procure any act or omission before Completion which would constitute a breach of any of the Warranties if they were given at Completion or which would make any of the Warranties inaccurate or misleading if they were so given.

8.7	The Vendor hereby agrees to disclose promptly to the Purchaser in writing immediately upon becoming aware of the same, any matter, event or circumstance (including any omission to act) which may arise or become known to it after the date of this Agreement and before Completion which:-

	8.7.1	constitutes a breach of or is inconsistent with any of the Warranties;

	8.7.2	constitutes a breach of or is inconsistent with any of the covenants or undertakings by the Vendor as are set out herein; or

	8.7.3	has, or is likely to have, a material adverse effect on the financial position or prospects of the Target Group.

8.8	In the event of its becoming apparent on or before Completion that the Vendor is in breach of any of the Warranties or any other term of this Agreement (subject to all qualifications and exceptions contained in the Warranties or such other term relating to materiality, material adverse effect or words of similar import) in any material respect the Purchaser may (without any liability on its part) rescind this Agreement by notice in writing to the Vendor’s Solicitors.

8.9	The Vendor shall give to the Purchaser and the Purchaser’s Solicitors and Advisors both before and after Completion all such information and documentation relating to the Target Group as the Purchaser shall reasonably require to enable it to satisfy itself as to the accuracy and due observance of the Warranties.

8.10	The benefit of the Warranties may be assigned in whole or in part and without restriction by the person for the time being entitled thereto.

9.	Restriction on Announcements

	Each of the Parties undertakes that prior to Completion it will not (save as required by law or by any securities exchange or any supervisory or regulatory body to whose rules any of the Parties is subject) make any announcement in connection with this Agreement unless the other Parties shall have given their respective consents to such announcement (which consents may not be unreasonably withheld or delayed and may be given either generally or in a specific case or cases and may be subject to conditions). Notwithstanding the foregoing, BESI, its directors, officers, employees, agents, advisors and other duly authorised representatives may make necessary disclosure in connection with this Agreement, public or otherwise, as is required by the U.S. Securities Exchange Act of 1934 or any other applicable laws, or by the U.S. Securities and Exchange Commission or any other applicable securities regulators, without the consent of Any Party.

10.	Pre-Completion Obligations

10.1	The Vendor shall procure that, from the date of this Agreement until Completion, except as otherwise permitted or required by this Agreement or with the prior written consent of the Purchaser, the Target Group will:-

	10.1.1	conduct its business in the ordinary course of business and substantially in the same manner as presently operated and use reasonable commercial efforts to maintain the Target Group’s assets and relationships with other persons as a going concern;

	10.1.2	duly and timely file or cause to be filed all reports and returns required to be filed with any governmental or official authority and promptly pay or cause to be paid when due all Taxes, unless diligently contested in good faith by appropriate proceedings; and

	10.1.3	manage its working capital in a manner consistent with past practice, including paying outstanding obligations as they become due and in accordance with their terms.

10.2	The Vendor shall procure that, from the date of this Agreement until Completion, the Target Group shall not, without the prior written consent of the Purchaser:-

	10.2.1	enter into or vary any contract nor assume any liability which is outside the ordinary or proper course of its business or which is long term, unusual or onerous;

	10.2.2	enter into any capital commitment (whether by way of purchase, lease, hire purchase or otherwise);

	10.2.3	make any change in the nature, scope or organisation of its business nor dispose of the whole of its undertaking or property or a substantial part thereof;

	10.2.4	acquire or form any subsidiary nor acquire any shares in any company nor acquire the whole or any substantial part of the undertakings, assets or business of any other company or any firm or person or enter into any joint venture or partnership with any other person;

	10.2.5	make any loans or grant any credit (other than credit given in the normal course of trading and advances made to employees against expenses incurred by them on its behalf);

	10.2.6	borrow any money or make any payments out of or drawings on its bank accounts (except routine payments in the ordinary course of business);

	10.2.7	enter into any guarantee, indemnity or surety;

	10.2.8	make any changes in the terms of employment of any of its employees or in any arrangements with its consultants (except routine increases in compensation payments in the ordinary course of business);

	10.2.9	change (or announce to employees any proposal to change) the terms of the Target Group’s participation in any scheme of the MPF Ordinance, or fail to make any contribution (or other payment) which is required of it under the MPF Ordinance, or fail to meet any obligation of any kind whatsoever under the MPF Ordinance;

	10.2.10	acquire or dispose of or grant any option or right of pre-emption in respect of any material asset or any interest nor give nor receive any service otherwise than at market value;

	10.2.11	acquire or dispose of any freehold or leasehold property or grant any lease or third party right in respect of any of the Current Properties;

	10.2.12	acquire or dispose of any asset or property with a value of HK$50,000 or above;

	10.2.13	enter into any leasing, hire purchase agreement or any agreement or arrangements for payment on deferred terms, other than in the ordinary course of business;

	10.2.14	grant or enter into any licence, franchise or other agreement or arrangement concerning any part of its name, trading names or know-how;

	10.2.15	declare, make or pay any dividend or distribution;

	10.2.16	except to the extent necessary to fulfil the Vendor’s obligations under Clause 8, permit any of its insurances to lapse or do anything which would make any policy of insurance void or voidable;

	10.2.17	make any charitable donations to any person;

	10.2.18	make any payments to the Vendor unless in the ordinary course of business as disclosed in the Disclosure Letter; or

	10.2.19	agree, conditionally or otherwise, to do any of the foregoing.

10.3	Save as expressly provided herein, the Vendor shall use their best endeavours to procure that the employees of the Target Group at the date hereof remain and continue as employees of the Target Group after Completion.

10.4	As from the date of this Agreement, the Vendor shall give and shall procure that the Purchaser and/or any persons authorised by it will for the purpose of satisfying itself as to the accuracy of the Warranties be given such access to the premises and all books, title deeds, records and accounts of the Target Group as the Purchaser may reasonably request and be permitted to take copies of any such books, deeds, records and accounts and that the Directors and employees of the Target Group shall be instructed to give promptly all such information and explanations to any such persons as aforesaid as may be requested by it or them.

10.5	The Vendor agrees that from the date hereof through the Completion (or if there is no Completion, the date this Agreement is rescinded), neither the Target Group nor the Vendor will, directly or indirectly, through any affiliate, officer, director, manager, shareholder and/or advisor or otherwise, except in furtherance of the transactions contemplated by this Agreement:-

	10.5.1	solicit, initiate, or encourage submission of proposals or offers from any person relating to any transactions contemplated herein or to the acquisition and/or financing of the Target Group or its business, or any portion thereof, whether by purchase of assets or stock, merger, consolidation, recapitalization, reorganization or other transaction (collectively, referred to in this Clause as an “Acquisition Proposal”);

	10.5.2	participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with or assist, facilitate, or encourage, any Acquisition Proposal by any person; or

	10.5.3	enter into any agreement, arrangement, or understanding with respect to an Acquisition Proposal.

10.6	The Vendor shall promptly notify the Purchaser in writing of any inquiry, proposal or offer relating to an Acquisition Proposal by any person, including the terms of such inquiry, proposal or offer and the name of the person initiating such inquiry, proposal or offer.

10.7	The Purchaser shall use all commercially reasonable effort and shall co-operate with the Vendor and BESI in the preparation, as soon as practicable, of all filings, applications or other documents required to be filed or submitted by BESI under the U.S. Securities Exchange Act 1934 and other applicable laws in connection with the transactions contemplated by this Agreement upon the prior written request of the Vendor or BESI. The Purchaser shall use all commercially reasonable efforts and shall co-operate with the Vendor and BESI in taking any other actions necessary to obtain such regulatory or other approvals and consents at the earliest practicable time, including participating in any required hearings or proceedings upon the prior written request of the Vendor or BESI. Each of the Purchaser, the Vendor, and BESI shall pay its respective costs incurred in connection with such preparation and taking such actions, provided, however, if the Purchaser is required to pay any third party in connection therewith, the Vendor shall pay such costs.

11.	Confidentiality of Information

11.1	Each of the Parties undertakes that it shall treat as strictly confidential all information received or obtained by it or its employees, agents or advisers as a result of entering into or performing this Agreement including information relating to the provisions of this Agreement, the negotiations leading up to this Agreement, the subject matter of this Agreement or the business or affairs of the Vendor or the Target Group or the Purchaser or any of the Purchaser’s subsidiaries that they will not at any time hereafter make use of or disclose or divulge to any person any such information and shall use their best endeavours to prevent the publication or disclosure of any such information. All such information and documents in any form or medium whatsoever, including but without limitation copies thereof and derivative materials made therefrom will be returned to the Party originally delivering them, or at the direction of such Party, destroyed in the event that the transaction contemplated by this Agreement is not completed.

11.2	The restrictions contained in Clause 11.1 shall not apply so as to prevent the Vendor, SMG and BESI or the Purchaser from making any disclosure required by law or by any securities exchange or supervisory or regulatory or governmental body pursuant to rules to which the relevant Party, SMG or BESI is subject or from making any disclosure to SMG, BESI or any professional advisers of the Vendor, SMG, BESI or the Purchaser for the purposes of obtaining advice nor shall the restrictions apply in respect of any information which comes into the public domain.

12.	Costs

12.1	Each party to this Agreement shall pay its own costs of and incidental to this Agreement and the sale and purchase hereby agreed to be made.

12.2	The Vendor confirms that no expense of whatever nature relating to the sale of the Sale Shares or the Shareholder’s Loans has been or is to be borne by the Target Group.

13.	General

13.1	This Agreement shall be binding upon and enure for the benefit of the estates, personal representatives or successors of the Parties.

13.2	Neither this Agreement nor any of the rights, interests or obligations hereunder (except as expressly provided in Clause 13.3) shall be assigned by any Party without the prior written consent of the other Party.

13.3	The Purchaser is permitted to assign (in whole or in part) the benefit of, and any of its rights under, this Agreement together with any cause of action arising in connection with any of them, without the prior written consent of the other Parties, to any of its subsidiaries or holding company.

13.4	This Agreement (together with any documents referred to herein) constitutes the whole agreement between the Parties and supersedes any previous agreements or arrangements between them relating to the subject matter hereof; it is expressly declared that no variations hereof shall be effective unless made in writing signed by duly authorised representatives of the Parties.

13.5	All of the provisions of this Agreement shall remain in full force and effect notwithstanding Completion (except insofar as they set out obligations which have been fully performed at Completion).

13.6	If any provision or part of a provision of this Agreement shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

13.7	Any right of rescission conferred upon the Purchaser hereby shall be in addition to and without prejudice to all other rights and remedies available to it (and, without prejudice to the generality of the foregoing, shall not extinguish any right to damages to which the Purchaser may be entitled in respect of the breach of this Agreement) and no exercise or failure to exercise such a right of rescission shall constitute a waiver by the Purchaser of any such other right or remedy.

13.8	The Purchaser may release or compromise the liability of the Vendor hereunder or grant to any Vendor time or other indulgence without affecting the liability of any other Vendor hereunder.

13.9	No failure of the Purchaser or the Vendor to exercise, and no delay or forbearance in exercising, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of such right or remedy.

13.10	Upon and after Completion the Vendor shall do and execute or procure to be done and executed all such further acts, deeds, documents and things as may be necessary to give effect to the terms of this Agreement and to place control of the Target Group in the hands of the Purchaser (provided that such acts, to the extent that they were not expressly or impliedly required by the terms of this Agreement, will not cause the Vendor to incur additional out-of- pocket expenses that are not reimbursed by the Purchaser) and pending the doing of such acts, deeds, documents and things the Vendor shall as from Completion hold the legal estate in the Sale Shares in trust for the Purchaser.

13.11	Upon and after Completion the Purchaser shall do and execute or procure to be done and executed all such further acts, deeds, documents and things as may be necessary to give effect to the terms of this Agreement (provided that such acts, to the extent that they were not expressly or impliedly required by the terms of this Agreement, will not cause the Purchaser to incur additional out-of-pocket expenses that are not reimbursed by the Vendor).

13.12	This Agreement may be executed in one or more counterparts, and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart and each such counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same instrument.

14.	Notices

	Any notice or other communication to be given under this Agreement shall be in writing in the English language and be given by personal delivery or by sending it by registered post or recognized international courier service and shall be deemed to have been given when delivered (if given by hand), 48 hours after posting or delivery to a courier service (if given by registered post to a local address) or five Business Days after posting or delivery to a courier service (if given by registered post to an overseas address). Each notice or other communication which is personally delivered or sent by post or courier service shall be delivered or sent to the appropriate address specified below (and, in the case of any subsequent change of the address, a Party shall give a notice in accordance with the provisions of this Agreement, stating in clear terms the intention to change the address):

To Biopack Environment Limited:	Address:	Room 1302, 13th Floor
		Enterprises Centre,
		4 Xxxx Avenue,
		Tsimshatsui, Kowloon,
		Hong Kong.
	Attention:	Xx. Xxxxxx Xxx


To Well Talent Technology:	Address:	x/x Xxx Xx Xxx & Xxxxx
		0xx Xxxxx, Xx Wah Bank Centre,
		000 Xxx Xxxxx Xxxx Xxxxxxx,
		Xxxx Xxxx.

	Attention:	Xx. Xxx Xxx Xxx Xxxxx

15.	Governing Law and Submission to Jurisdiction

15.1	This Agreement shall be governed by and construed in accordance with the laws of Hong Kong and the parties hereto irrevocably submit to the non-exclusive jurisdiction of the Hong Kong courts for the purpose of enforcing any claim arising hereunder.

15.2	The Purchaser hereby appoints Xx. Xxx Xxx Xxx Xxxxx of 5th Floor, Ka Wah Bank Centre, 232 Des Voeux Road Central, Hong Kong, as agent for service of process in Hong Kong.

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SCHEDULE 1

Details of RBIPL

1.	Registered number: 966827

2.	Address of registered office: Room 1302, 13th Floor, Enterprises Centre, 4 Xxxx Avenue, Tsimshatsui, Kowloon, Hong Kong.

3.	Date and place of incorporation: 27th April 2005, Hong Kong

4.	Authorised share capital: HK$10,000 divided into 10,000 ordinary shares of HK$1.00 each

5.	Issued share capital: HK$1.00

6.	Shareholder : Biopack Environmental Limited

7.	Directors: XXX Xxx Xxxxx, MA Xxxxx Xx and XXXXXXX, Xxxx Xxxxx

8.	Secretary: Waltex Enterprise Services Limited

9.	Annual Accounts Date: 31st day of December

10.	Auditors: Xxxx Xxx Xxxxx & Xxxx C.P.A. Limited

11.	Business Registration Certificate : 35572117-000-04-10-4

12.	Bank Accounts : None

SCHEDULE 2

Details of RBL

1.	Registered number: 1024672

2.	Address of registered office: Xxxx 000, 0xx Xxxxx, Xxxxxxxxx Xxxxxx, 00 Xxxx Xxxx, Xxxxxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx

3.	Date and place of incorporation: 16th February 2006, Hong Kong

4.	Authorised share capital: HK$10,000 divided into 10,000 ordinary shares of HK$1.00 each

5.	Issued share capital: HK$1.00

6.	Shareholder : Biopack Environmental Limited

7.	Directors: XXX Xxx Xxxxx, MA Xxxxx Xx and XXXXXXX, Xxxx Xxxxx

8.	Secretary: Wale’s Enterprise Services Limited

9.	Annual Accounts Date: 31st day of December

10.	Auditors: Xxxx Xxx Xxxxx & Xxxx C.P.A. Limited

11.	Business Registration Certificate : 36501129-000-02-10-5

12.	Bank Accounts : None

SCHEDULE 3

Details of JRBL

1.	Registered number: 440700400013487

2.	Address of registered office: 江門市杜阮鎮亭園羊角坑工業區3號

3.	Date and place of incorporation: 30 June, 2006, Jiangmen City, Guangdong Province PRC

4.	Authorised share capital: HK$25 Million

5.	Paid up capital: HK$25 Million

6.	Shareholder : Roots Biopark Limited

7.	Director: 劉虔宗先生

8.	Legal representative :劉虔宗先生

9.	Annual Accounts Date: 31st day of December

11.	Auditors: 江門市立信會計師事務所有限公司

12.	Business Registration Certificate : 0688051

13.	Permitted Businesses :生產經營一次性環保降解蔗渣漿板餐具盛器及一次性環保降解蔗渣漿板工業包裝製品

14.	Bank Accounts : The Agricultural Bank of China Limited, Industrial and Commercial Bank of China & 江門市新會區農村信用社合作社井根分社

SCHEDULE 4

Sale Shares

(1)	One (1) share of HK$1.00 in the capital of Roots Biopack (Intellectual Property) Limited (“RBIPL”) legally and beneficially owned by Biopack Environmental Limited representing the entire issued and outstanding share capital of RBIPL.

(2)	One (1) share of HK$1.00 in the capital of Roots Biopark Limited (“RBL”) legally and beneficially owned by Biopack Environmental Limited representing the entire issued and outstanding share capital of RBL.

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SCHEDULE 5

The Current Properties

Leased Property 1

(a)	Description of Property:	江門市杜阮鎮亭園羊角坑工業區3號

(b)	Particulars of Lease:

	Date:	1st March, 2007

	Landlord:	陳金耀

	Tenant:	Jiangmen Roots Biopack Limited

	Term:	15 years commencing from 1st March, 2007

	Monthly Rental:	RMB103,000 (excluding management and air- conditioning charges, invoice tax and rates, all payable by the tenant)

	Monthly Management and Air-conditioning Charges:	N/A.

	Next Rent Review:	31st March, 2012

	Options to Renew:	None

	Landlord’s Break Clause:	None

	Tenant’s Break Clause:	Cease operation due to force majeure, government and social reason

	Present Use:	Industrial Use

SCHEDULE 6

Form of Release from Each of the Resigning Directors and Secretary

RESIGNATION LETTER

To:	Roots Biopark Limited/Roots Biopack (Intellectual Property) Limited
	(as the case may be)

Dear Sirs,

I, the undersigned, hereby tender my resignation as director/secretary (as the case may be) of your company with immediate effect.

I further confirm that I shall not have any claim against you either by reason of loss of office or otherwise whatsoever.

I also confirm that I do not have any disagreement with you on the accounts, management or businesses of your company and there is nothing that I consider should be brought to the attention of the other members of the Board of Directors or shareholders of your company or any government departments or agencies.

Dated the day of , 2010.

Yours faithfully,

Signed sealed and delivered by	)
[Name of director/secretary]	)
(as the case may be) in the	)
presence of :-	)

SCHEDULE 7

Deed of Assignment

THIS DEED OF ASSIGNMENT is made on the day of , 2010.

AMONGST:

(1)	BIOPACK ENVIRONMENTAL LIMITED, a company incorporated in Hong Kong with company number 1010385 whose registered office is situate at Room 1302, 13th Floor, Xxxxxxxxxxx Xxxxxx, 0 Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxx Xxxx (“the Vendor”);

(2)	ROOTS BIOPACK (INTELLECTUAL PROPERTY) LIMITED, a company incorporated in Hong Kong with registered number 966827 whose registered office is at Room 1302, 13th Floor, Enterprise Centre, 4 Xxxx Avenue, Tsimshatsui, Kowloon, Hong Kong (the “RBIPL”);

(3)	ROOTS BIOPARK LIMITED, a company incorporated in Hong Kong with registered number 1024672 whose registered office is at Xxxx 000, 0xx Xxxxx, Xxxxxxxxx Xxxxxx, 67 Xxxx Road, Tsimshatsui East, Kowloon, Hong Kong (the “RBL”); and

(4)	WELL TALENT TECHNOLOGY LIMITED, a company incorporated in the British Virgin Islands with registration number 1048655 whose registered office is at Akara Building, 00 Xx Xxxxxx Xxxxxx, Xxxxxxxx Cay 1, Road Town, Tortola, British Virgin Islands (the

	“Purchaser”).

WHEREAS by a Agreement for Sale and Purchase dated the 9th July 2010 (“the Agreement”) made between the Vendor and the Purchaser, it was agreed, inter alia, that the Vendor shall sell and the Purchaser shall buy all the outstanding shares of RBL and RBIPL and all the outstanding shareholder’s loans advanced by the Vendor to RBL and RBIL and it is a condition to completion of the transaction contemplated under the Agreement that the parties hereto shall execute this Deed of Assignment as part of the transaction under the Agreement.

NOW THIS DEED WITNESSETH as follows :-

1.	Interpretation

1.01	In this Deed of Assignment :-

	“Agreement” means the sale and purchase agreement dated 9th July, 2010 made between the Vendor and the Purchaser for the sale and purchase of all the outstanding shares of RBL and RBIPL and all the outstanding shareholder’s loans advanced by the Vendor to RBL and RBIPL;

	“Management Account” means the unaudited balance sheet of all the companies within the Target Group as at 31st March, 2010 and the unaudited income statement of the companies within the Target Group for the period commencing from the day immediately following the Accounting Date and ending on 31st march, 2010 and certified as true and correct by the Directors,, copies of which are annexed hereto.

	“Shareholder’s Loans” means the shareholder’s loan in the sum of HK$26,017,413.91 advanced by the Vendor to RBL and the shareholder’s loan of HK$193,442.56 advanced by the Vendor to RBIPL as stated in the Management Accounts;

1.02	Unless the context otherwise requires, words importing the singular shall include the plural and vice versa; words importing the masculine gender shall include the feminine gender and the neuter gender and vice versa; and words importing natural persons shall include firms, companies, corporations and un-incorporated associations.

2.	Assignment of Shareholder’s Loans

2.01	The Vendor as legal and beneficial owner HEREBY ASSIGNS UNTO the Purchaser all of its right, title, benefit and interest in and to the Shareholder’s Loans together with all rights attached, accrued or accruing thereto as at the date hereof TO HOLD the same unto the Purchaser absolutely and solely to the exclusion of the Vendor.

2.02	The Vendor hereby represents and warrants to the Purchaser that it has legal and good title to the Shareholder’s Loans free of any mortgages, charges, liens or other encumbrances and third parties claims and has the necessary authority to assign and transfer the titles, rights and benefits to the Shareholder’s Loans to the Purchaser and all necessary consent and approve for the assignment and transfer of the Shareholder’s Loan to the Purchaser has been duly obtained.

3.	Waiver of Rights and Claims

3.01	The Vendor further declares that the Shareholder’s Loans represents all money that the Vendor has advanced to RBL and RBIPL and all the money that are being owed by RBL to RBIPL and in the event there is any sum not being accounted for that is being advanced by the Vendor to RBL and/or RBIPL or being owed by RBL and/or RBIPL to the Vendor including but not limited to any money that may have been advanced by the Vendor to RBL and/or RBIPL since 31st March, 2010 to the date of Completion (as defined in the Agreement) including but not limited to any payments made by the Vendor to RBL and/or RBIPL and any amount settled by the Vendor for and on behalf of RBL and/or RBIPL whatsoever such amount is HEREBY WAIVED by the Vendor absolutely and irrevocably.

4.	The Vendor’s Covenant

4.01	The Vendor hereby covenants with the Purchaser that in the event that it shall receive any payment or benefit of the SICL Assignable Rights or any part thereof from SICL or any third party such payment and benefits shall be held on trust by the Vendor for the benefit to the Purchaser shall immediately upon receipt thereof effect such payment and transfer such benefit to the Purchaser.

5.	Acknowledgment by RBL and RBIPL

5.01	RBL and RBIPL hereby acknowledge and confirm the assignment of the Shareholder’s Loans from the Vendor to the Purchaser and shall from the date hereof treated the Purchaser as the legal and beneficial owner of the Shareholder’s Loans.

6.	Binding Effect

6.01	This Deed of Assignment shall be binding on and enure for the benefit of each party’s successors and assigns.

7.	Miscellaneous

7.01	The formation, validity, interpretation, execution and settlement of disputes arising out of this Deed of Assignment shall be construed in all respect in accordance with and governed by the laws of Hong Kong.

7.02	Each party hereto irrevocably agrees that the courts of Hong Kong shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes which may arise out of or in connection with this Deed of Assignment and for such purposes irrevocably submits to the non-exclusive jurisdiction of such courts.

7.03	This document is executed as a deed and each of the parties hereby declares and acknowledges that this document shall be taken as a deed and the same shall not be invalidated or become ineffective by reason of any lack of consideration.

IN WITNESS whereof this Deed of Assignment has been duly executed under seal on the day and the year first above written.

Sealed with the Common Seal of Biopack	)
Environmental Limited and signed by its authorised	)
representative Xxx Xxx Xxxxx in the presence of:	)




Sealed with the Common Seal of Roots Biopack	)
(Intellectual Property) Limited and signed by its	)
authorised representative Xxx Xxx Xxxxx in the	)
presence of:	)




Sealed with the Common Seal of Roots Biopark	)
Limited and signed by its authorised representative Xxx	)
Xxx Xxxxx in the presence of:	)




Sealed with the Common Seal of Well Talent	)
Technology Limited and signed by its authorised	)
representative in the presence of:	)

SCHEDULE 8

Deed of Indemnity

THIS DEED OF INDEMNITY is made on the _______day of __________, 2010.

AMONGST:

(5)	BIOPACK ENVIRONMENTAL LIMITED, a company incorporated in Hong Kong with company number 1010385 whose registered office is situate at Room 1302, 13th Floor, Xxxxxxxxxxx Xxxxxx, 0 Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxx Xxxx (“the Vendor”);

(6)	ROOTS BIOPACK (INTELLECTUAL PROPERTY) LIMITED, a company incorporated in Hong Kong with registered number 966827 whose registered office is at Room 1302, 13th Floor, Enterprise Centre, 4 Xxxx Avenue, Tsimshatsui, Kowloon, Hong Kong (the “RBIPL”);

(7)	ROOTS BIOPARK LIMITED, a company incorporated in Hong Kong with registered number 1024672 whose registered office is at Xxxx 000, 0xx Xxxxx, Xxxxxxxxx Xxxxxx, 67 Xxxx Road, Tsimshatsui East, Kowloon,], Hong Kong (the “RBL”);

(8)	JIANGMEN ROOTS BIOPACK LIMITED ( 江門市活思環保包裝製品有限公司), a company incorporated in the PRC with company number 440700400013487 and its legal address at 江門市杜阮鎮亭園羊角坑工業區3號 (the “JRBL”); and

(9)	WELL TALENT TECHNOLOGY LIMITED, a company incorporated in the British Virgin Islands with registration number 1048655 whose registered office is at Akara Building, 00 Xx Xxxxxx Xxxxxx, Xxxxxxxx Cay 1, Road Town, Tortola, British Virgin Islands (the “Purchaser”).

	(In this Deed of Indemnity as the “Target Group” shall mean RBIPL, RBL and JRBL or any one or more of them).

WITNESSES as follows:

1.	In this Deed unless the context otherwise requires:

1.1	“the Agreement” means the agreement dated 9th July, 2010 made between the Vendor and the Purchaser for the sale and purchase of the whole of the issued share capital of the RBIPL and RBL pursuant to which this Deed has been entered into;

1.2	“event” includes (without limitation) any omission, event, action or transaction whether or not the Target Group is a party thereto, the death of any person, a change in the residence of any person for any Tax purpose, a failure to make sufficient dividend payments to avoid an apportionment or deemed distribution of income and the entering into and completion of the Agreement and references to the result of events on or before the date hereof shall include the combined result of two or more events one or more of which shall have taken place before the date hereof;

1.3	“relief” includes (without limitation) any relief, allowance, credit, set off, deduction or exemption for any Tax purpose;

1.4	reference to income or profits or gains earned, accrued or received shall include income or profits or gains deemed to have been or treated as or regarded as earned, accrued or received for the purposes of any legislation;

1.5	reference to any Tax liability shall include not only any liability to make actual payments of or in respect of Tax but shall also include:

	1.5.1	the loss or reduction in the amount of, or the setting off against income, profits or gains, or against any Tax liability for which no provision has been made in preparing the Accounts of, any relief which would (were it not for the said loss, reduction or setting off) have been available to the any of the company within the Target Group and which relief has been taken into account in computing (and so eliminating or reducing) any provision for deferred Tax which appears (or which but for such relief would have appeared) in the Accounts;

	1.5.2	the loss or reduction in the amount of, or the setting off against any Tax liability for which no provision has been made in preparing the Accounts of, a right to repayment of Tax which has been treated as an asset of any of the company within the Target Group in preparing the Accounts; and

	1.5.3	the loss or reduction in the amount of, or the setting off against income, profits or gains earned, accrued or received on or before Completion, or against any Tax liability of, any relief which is not available before Completion but which arises in respect of an event occurring after Completion in circumstances where, but for such loss, reduction or setting off, any of the company within the Target Group would have had a Tax liability in respect of which it or the Purchaser would have been able to make a claim under this Deed;

	and in such a case the amount of Tax which could otherwise be saved or relieved by the relief so lost, reduced, or set off (calculated by reference to the rates of Tax in force at the date hereof) or the amount of repayment which would otherwise have been obtained shall be treated as the amount of a Tax liability which has arisen;

1.6	reference to a payment in respect of Tax includes (without limitation) a payment for the surrender of losses or other amounts by way of group relief or for the surrender or transfer of any other relief, a repayment of any such payment and a payment by way of reimbursement, recharge, indemnity or damages; and

1.7	words and expressions defined in the Agreement shall have the same meaning, and any provisions of the Agreement concerning matters of construction or interpretation shall apply, in this Deed.

2.	Subject as hereinafter provided, the Vendor hereby covenants with and undertakes to indemnify the Purchaser for itself and as trustee for its successors in title and the Target Group and each of them and to keep them indemnified against:-

2.1	any Tax liability of any company within the Target Group resulting from or by reference to any income, profits or gains earned, accrued or received on or before the Completion Date or any event on or before the Completion Date whether alone or in conjunction with other circumstances and whether or not such Tax is chargeable against or attributable to any other person; and

2.2	any Tax liability of any company within the Target Group which is regarded as such pursuant to the provisions of Clause 1.5; and

2.3	any Tax liability of any company within the Target Group that arises after Completion as a result of an act, omission or transaction by a person other than any company within the Target Group and which liability to Tax falls upon that company as a result of its having been in the same group for Tax purposes as that person at any time before Completion; and

2.4	any Tax liability of any company within the Target Group that arises as a result of payments, expenses or other distributions in respect of management or consulting charges or charitable donations paid or payable by that company prior to Completion; and

2.5	any Tax liability of any company within the Target Group that arises as a result of that company’s employment or engagement of any employee, officer, manager, consultant or independent contractor (including quality control representatives) prior to Completion, including in the PRC; and

2.6	any Tax liability of any company within the Target Group that arises as a result of that company being deemed by any local, municipal, regional, urban, governmental, state, federal or other body in the PRC to have established a permanent establishment in the PRC prior to Completion; and

2.7	any Tax liability of any company within the Target Group that would not have been payable had there been no breach of any of the Warranties and which is not the subject of the covenants in Clauses 2.1, 2.2, 2.3, 2.4, 2.5 and 2.6 above; and

2.8	all costs and expenses which are incurred by the Purchaser or any company within the Target Group in connection with any of the matters referred to in this Clause 2 or in taking or defending any action under this Deed (including, without prejudice to the generality of the foregoing, all legal and other professional fees and disbursements).

3.	The indemnities given by this Deed do not apply to any liability:

3.1	to the extent that provision or reserve in respect thereof has been made in the Accounts or to the extent that payment or discharge of such liability has been taken into account therein; and

3.2	in respect of which provision or reserve has been made in the Accounts which is insufficient only by reason of any increase in rates of Tax made after the date hereof with retrospective effect.

4.	If the Purchaser shall become aware of any assessment, notice, demand or other document issued or action taken by or on behalf of any person, authority or body from which it appears that any company within the Target Group has or may have a liability in respect of which a claim could be made under this Deed, it shall give written notice thereof to the Vendor and shall (if the Vendor shall indemnify and secure the Purchaser and the Target Group to the Purchaser’s reasonable satisfaction against any liabilities, costs, damages or expenses which may be incurred thereby) take such action and procure that the company within the Target Group shall take such action as the Vendor may reasonably request to dispute, resist or compromise the liability; provided that no failure to give notice of such claim as provided hereunder shall waive any rights of the Purchaser, except solely to the extent that the Vendor is prejudiced by the failure to provide such notice; provided, further, that neither the Target Group nor the Purchaser shall in any event be required to take any steps which would require any admission of guilt or liability relating to matters connected with the claim in question or which would affect the future conduct of the business of the Purchaser or the Target Group or any subsidiaries of the Purchaser or affect the rights or reputations of any of them.

5.	The liability of the Vendor under this Deed shall cease after the date falling six (6) months following the expiration of all applicable statutes of limitation of governmental and official authorities in respect of matters which have been the subject of a written claim made within the said period by the Purchaser or the Target Group to any of the Vendor or the Vendor’s Solicitors unless the claim in question has arisen by reason of fraud, wilful concealment or dishonesty on the part of the Vendor or any of their respective affiliates, officers, directors, managers, shareholders and/or advisors (as applicable) or, prior to the date hereof, the Target Group or any of its officers or deliberate non disclosure on the part of the Vendor or any of their respective affiliates, officers, directors, managers, shareholders and/or advisors (as applicable) or, prior to the date hereof, by any officer or representative of the Target Group in which event there shall be no contractual limit on the time period within which such claim may be brought.

6.	The due date for the making of payments under this Deed shall be:-

6.1	where the payment relates to a liability of any company within the Target Group to make an actual payment of or in respect of Tax, the date which is seven days before the date on which such actual payment is due to be made to the relevant authority;

6.2	where the payment relates to a matter falling within Clause 1.5.1 or 1.5.3, the date falling seven days after the Vendor has been notified by the Purchaser that the auditors for the time being of any company within the Target Group have certified at the request of the Purchaser or the Target Group that the Vendor has a liability for a determinable amount under Clause 2; and

6.3	where the payment relates to a matter falling within Clause 1.5.2 the date on which the repayment of Tax would otherwise have been due to be made; and

6.4	in the case of costs and expenses within Clause 2.8 the date on which such costs and expenses are incurred.

7.	If any payment due to be made by the Vendor under this Deed is not made on the due date for payment thereof the same shall carry interest from such due date of payment until actual payment at the rate of 2% above the best lending rate from time to time of HSBC Bank (Hong Kong) compounded daily.

8.	If any sum payable by the Vendor to the Purchaser or the Target Group under this Deed shall be subject to Tax (whether by way of deduction or withholding or direct assessment of the person entitled thereto) such payment shall be increased by such an amount as shall ensure that after deduction, withholding or payment of such Tax the recipient shall have received an amount equal to the payment otherwise required hereby to be made.

9.	The Vendor shall give all such assistance and provide such information as the Purchaser shall reasonably request from time to time for the purpose of enabling the Purchaser or the Target Group to make returns and provide information as required to any Tax authority and to negotiate any liability to Tax.

10.	Any person entitled to the benefit of the indemnities contained in this Deed may release or compromise the liability of the Vendor hereunder. No delay or forbearance on the part of any such person in exercising any right power or privilege under this Deed shall impair such right power or privilege or be construed as a waiver thereof and any single or partial exercise of any such right power or privilege shall not preclude the further exercise thereof.

11.	Each notice, demand or other communication given or made hereunder shall be in writing in the English language and be given by personal delivery or by sending it by registered post or recognized international courier service and shall be deemed to have been given when delivered (if given by hand) or 48 hours after posting or delivery to a courier service (if given by registered post to a local address) or five Business Days after posting or delivery to a courier service (if given by registered post to an overseas address). Each notice or other communication which is personally delivered or sent by post or courier service shall be delivered or sent to the appropriate address specified below (and, in the case of any subsequent change of the address, a Party shall give a notice in accordance with the provisions hereunder, stating in clear terms the intention to change the address):

To the Vendor:	Name:	Biopack Environment Limited
	Address:	Room 1302, 13th Floor,
		Enterprises Centre,
		0 Xxxx Xxxxxx,
		Xxxxxxxxxxx, Xxxxxxx,
	Attention :	Xx. Xxxxxx Xxx


To the Purchaser:	Name:	Well Talent Technology Limited
	Address:	5th Floor, Ka Wah Bank Centre,
		000 Xxx Xxxxx Xxxx Xxxxxxx,
		Xxxx Xxxx.
	Attention:	Xx. Xxx Xxx Xxx Xxxxx


To the Target Group	Name:	Tso Au Xxx & Xxxxx
	Address:	5th Floor, Ka Wah Bank Centre,
		000 Xxx Xxxxx Xxxx Xxxxxxx,
		Xxxx Xxxx.
	Attention:	Xx. Xxx Xxx Xxx Xxxxx

12.	The Purchaser and the Target Group may assign its respective rights and benefits under this Deed.

13.	If any provision or part of a provision of this Deed shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Deed, all of which shall remain in full force and effect.

14.	This Deed shall be governed by and construed in accordance with the laws of Hong Kong and the parties hereto irrevocably submit to the non-exclusive jurisdiction of the Hong Kong courts for the purpose of enforcing any claim arising hereunder.

15.	The Purchaser hereby appoints Xx. Xxx Xxx Xxx Xxxxx of 5th Floor, Ka Wah Bank Centre, 232 Des Voeux Road Central, Hong Kong, as agent for service of process in Hong Kong.

[This space below on this page is intentionally left blank]

IN WITNESS whereof this Deed has been executed and is intended to be and is hereby delivered on the date appearing at the head hereof.

Sealed with the Common Seal of Biopack Environmental	)
Limited and signed by its authorised representative Xxx Xxx	)
Xxxxx in the presence of:	)




Sealed with the Common Seal of Roots Biopack (Intellectual	)
Property) Limited and signed by its authorised representative	)
Xxx Xxx Xxxxx in the presence of:	)




Sealed with the Common Seal of Roots Biopark Limited and	)
signed by its authorised representative Xxx Xxx Xxxxx in the	)
presence of:	)




Sealed with the Common Seal of Well Talent Technology	)
Limited and signed by its authorised representative	)
in the presence of:	)

SCHEDULE 9

Warranties

1.	The Accounts

1.1	True copies of the Accounts are attached to the Disclosure Letter. The Accounts have been prepared in accordance with the requirements of all relevant laws and applicable statements of standard accounting practice and with good and generally accepted accountancy principles and practice and, except as described in the Disclosure Letter, are complete and accurate in all respects and show a true and fair view of the state of affairs of all the companies within the Target Group and of its results and profits for the financial period ending on the relevant dates set forth therein and depreciation of the fixed assets of the Target Group has been made at a rate sufficient to write down the value of such assets to nil not later than the end of their useful working lives.

1.2	The Accounts disclose and make full provision or reserve for all actual liabilities.

1.3	The Accounts disclose and make full provision or reserve for or note all contingent, unquantified or disputed liabilities, capital or burdensome commitments and deferred or provisional Tax.

1.4	Full provision or reserve has been made in the Accounts for all Tax including deferred or provisional taxation in respect of all accounting periods ended on or before the relevant dates set forth therein for which the Target Group was then or might at any time thereafter become liable including Tax:-

	1.4.1	on or in respect of or by reference to the profits, gains or income for any period ended on or before the relevant dates set forth in the Accounts;

	1.4.2	on or in respect of or by reference to any payments, expenses or other distributions in respect of management or consulting charges on or before the relevant dates set forth in the Accounts;

	1.4.3	on or in respect of or by reference to the employment or engagement of any officer, manager, consultant, independent contractor or employee of the Target Group on or before the relevant dates set forth in the Accounts;

	1.4.4	on or in respect of or by reference to any charitable donations or similar expenses by the Target Group on or before the relevant dates set forth in the Accounts; or

	1.4.5	in respect of any event before the Accounting Date including distributions made and charges on profits, income or assets on or before the relevant dates set forth in the Accounts.

1.5	The profits and losses of the companies within the Target Group shown by the Accounts have not in any material respect been affected by any unusual or non-recurring or exceptional item or by any other matter which has rendered such profits or losses unusually high or low.

1.6	Except as sufficiently reserved for in the Accounts or disclosed in the Disclosure Letter, none of the amounts shown in the Accounts in respect of debtors is represented by debts which were then or are now more than three months overdue for payment and none of the same has been released or settled for an amount less than that shown in the Accounts. All of the Target Group’s book debts, whether shown in the Accounts or arising since the Accounting Date, are valid and enforceable and have realised or will in aggregate realise the nominal amount thereof and all such book debts will be collectible in full within 90 days of the Completion Date subject to the Target Group using all reasonable endeavours to collect the same. For the avoidance of doubt the use of reasonable endeavours is not in this paragraph to be construed as requiring the issue of legal proceedings.

1.7	The Target Group has not factored any of its debts or entered into any financing arrangement of a type which would not require to be shown or reflected in the Accounts.

1.8	Except as disclosed in the Accounts there are at the date hereof:-

	1.8.1	no loans, guarantees, material undertakings, material commitments on capital account or unusual liabilities, actual or contingent, made, given, entered into or incurred by or on behalf of any company within the Target Group;

	1.8.2	no mortgages, charges, liens or other similar encumbrances on the assets of any company within the Target Company or any part thereof; and

	1.8.3	no outstanding loan capital or other loans to any company within the Target Group.

1.9	None of the amounts secured by the mortgages, charges, liens or similar encumbrances disclosed in the Accounts has been increased beyond the amounts shown in the Accounts and none of the amounts secured by any mortgage, charge, lien or similar encumbrance created after the Accounting Date has been increased beyond the amount stated in the Disclosure Letter.

2.	Management Accounts

	The Management Accounts have been prepared in accordance with the accounting policies of the companies within the Target Group which are set out in the Disclosure Letter and on a consistent basis with the monthly management accounts of the companies within the Target Group and show a fair view of the assets and liabilities and profits and losses of the companies within the Target Group as at and to 31st March, 2010..

3.	Tax, Records and Returns

3.1	No event, act, transaction or omission has occurred or shall occur between the Accounting Date and Completion which could give rise to a claim under the terms of the Deed of Indemnity.

3.2	All returns, computations, notices and information made or provided or required to be made or provided by the Target Group for any Tax purpose have been made or given within the requisite periods and on a proper basis and when made were true and accurate and are up to date and none of them is or is likely to be the subject of any dispute with any Tax authority.

3.3	The Disclosure Letter contains details of all transactions effected by the Target Group in respect of which any consent or clearance from the Inland Revenue Department or other governmental or Tax authority was required or was sought.

3.4	In respect of any such consent or clearance as referred to in paragraph 3.3, the consent or clearance was validly obtained before the transaction was effected and the transaction was effected in accordance with the terms of and so as to satisfy any conditions attached to such consent or clearance and at a time when and in circumstances in which such consent or clearance was valid and effective.

3.5	The Target Group has paid all Tax, including provisional taxation, which has become due and payable.

3.6	Within the prior period of seven years, except as disclosed in the Disclosure Letter, the Target Group has not paid or become liable to pay any fine, penalty, surcharge or interest in relation to Tax and no director or officer of any companies within the Target Group has paid or become liable to pay any fine, penalty, surcharge or interest in relation to Tax in connection with, or relating in any way to, the business or affairs of the companies within the Target Group.

3.7	RBIPL and RBL have never been resident for Tax purposes in any jurisdiction other than Hong Kong.

3.8	RBIPL and RBL carry on activities which are a trade or business for the purposes of Hong Kong Tax and has not ceased and will not as a result of any agreement entered into on or before Completion cease to carry on such activities.

3.9	RBIPL and RBL have never carried on a trade or business for Tax purposes other than the trade or business which they will be carrying on at Completion.

3.10	No rents, interest, annual payments, emoluments or other sums of an income nature paid or payable by RBIPL and RBL or which RBIPL and RBL are under obligations to pay in the future are or (under the law as presently in force) may be wholly or partially disallowable as deductions or charges in computing profits or against profits for Tax purposes.

3.11	No payments, expenses or other distributions in respect of management or consulting charges paid or payable by RBIPL or RBL may be wholly or partially disallowable as deductions or charges in computing profits or against profits for Tax purposes.

3.12	Except as disclosed in the Disclosure Letter, no charitable donations or similar expenses paid or payable by RBIPL and RBL may be wholly or partially disallowable as deductions or charges in computing profits or against profits for Tax purposes.

3.13	Except as disclosed in the Disclosure Letter, no payments in respect of or by reference to the employment or engagement of any officer, manager, consultant, independent contractor or employee of RBIPL or RBL on or prior to the date hereof is subject to Tax that has not been paid by RBIPL or RBL or otherwise reserved for in the Management Accounts.

3.14	Except as disclosed in the Disclosure Letter, RBIPL and RBL are not subject to any Tax Liability that arises as a result of RBIPL or RBL being deemed by any local, municipal, regional, urban, governmental, state, federal or other body in the PRC to have established a permanent establishment in the PRC prior to Completion.

3.15	Full details of all unrelieved Tax losses, management expenses, or charges on income available to RBIPL and RBL are set out in the Disclosure Letter.

3.16	No act or transaction has been or will, on or before Completion, be effected by RBIPL or RBL, the Vendor or any other person (including the sale of the Sale Shares), in consequence of which RBIPL or RBL is or may be held liable for Tax primarily chargeable against some other person.

3.17	RBIPL and RBL have made all deductions and withholdings in respect, or on account, of any Tax from any payments made by it which it is obliged or entitled to make and has duly accounted in full to the appropriate authority for all amounts so deducted or withheld.

3.18	RBIPL and RBL are not under any obligation to make any payment of interest or any annual payment for which no relief will be received, whether as a deduction or otherwise, for Tax purposes and no such payments have been made since the Accounting Date.

3.19	Except as disclosed in the Disclosure Letter, RBIPL and RBL have not entered into or been engaged in or been a party to any transaction which is artificial or fictitious or any transaction or series of transactions or scheme or arrangement of which the main or dominant purpose or one of the main or dominant purposes was the avoidance or deferral of or reduction in the liability to Tax of RBIPL or RBL.

3.20	Within the prior period of seven years RBIPL and RBL have not done nor have omitted to do nor agreed to do nor permitted to be done any act nor has it suffered any occurrence as a result of which any balancing charge or depreciation recapture has arisen or may arise under Part VI of the Inland Revenue Ordinance.

3.21	All assets are correctly shown in the Accounts as current assets or fixed assets and any property under development is held and shown in the Accounts as fixed assets.

3.22	On a disposal of all of its assets by RBIPL or RBL for a consideration equal to the value attributed to that asset in preparing the Accounts or a consideration equal to the actual consideration given for the acquisition then (in the case of each asset so owned) the liability to Tax (if any) which would be incurred by RBIPL or RBL would not exceed the amount (if any) taken into account in respect of that asset in computing the liability of RBIPL or RBL to deferred Tax as stated in the Accounts and (in the case of assets so acquired) no Tax liability would be incurred by RBIPL or RBL in respect of that asset.

3.23	No scheme has been effected and no arrangements have been made whereby the value of any asset of RBIPL or RBL has been materially reduced and on a disposal thereof liability to Tax might arise.

3.24	Within the prior period of seven years RBIPL and RBL are not or have not been liable to Tax in any jurisdiction other than Hong Kong.

3.25	All remuneration, compensation payments, payments on retirement or removal from an office or employment and other sums paid or payable to employees or officers or former employees or officers of RBIPL and RBL and all interest, annuities, royalties, rent and other annual payments paid or payable by RBIPL and RBL (whether before or after the date hereof) pursuant to any obligation in existence at the date hereof are and will (on the basis of the taxation legislation in force at the date hereof) be deductible for Tax purposes in computing the profits of RBIPL and RBL.

3.26	All documents to which RBIPL and RBL are a party or which form part of RBIPL or RBL’s title to any asset or in the enforcement of which RBIPL or RBL is or may be interested which are subject to stamp or similar duty have been duly stamped and, where appropriate or necessary, adjudicated.

3.27	RBIPL and RBL have not entered into a transaction within the prior period of two years in relation to which relief has been claimed pursuant to Section 45 of the Stamp Duty Ordinance.

3.28	The information given by RBIPL and RBL to the Customs and Excise Department and all other authorities (whether of Hong Kong or otherwise) in connection with the import or export of any goods was when given true and accurate and RBIPL and RBL has complied with all legislation, regulations, orders, directions or conditions (whether of Hong Kong or otherwise) relating to the import and export of goods and to all customs and excise matters, and all customs duties and tariffs payable by RBIPL and RBL have been paid in full within the applicable time limits.

3.29	The books and records of RBIPL and RBL accurately present and reflect in accordance with generally accepted accounting principles and standards within RBIPL and RBL’s jurisdiction of incorporation all transactions entered into by RBIPL and RBL or to which they have been a party.

3.30	RBIPL and RBL have complied in full with all its reporting obligations to the Inland Revenue Department or other relevant Tax authority in connection with benefits provided for any director or employee or deemed employee or to any company with which it has contracted for the provision of the services of any individual to RBIPL or RBL.

4.	RBIPL and RBL

4.1	RBIPL and RBL have been duly incorporated and is validly existing and no order has been made or petition presented or resolution passed for the winding up of RBIPL and RBL and no distress, execution or other process has been levied on any of their assets. RBIPL and RBL are not insolvent nor unable to pay their debts for the purposes of Section 178 of the Companies Ordinance, no receiver or receiver and manager has been appointed by any person of its business or assets or any part thereof, no power to make any such appointment has arisen, RBIPL and RBL have taken no steps to enter liquidation and there are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of RBIPL or RBL.

4.2	The Vendor is the beneficial owner of the Sale Shares specified in Schedule 4, free and clear of any lien, charge, option, right of pre-emption or other encumbrance or third party right whatsoever and RBIPL and RBL have not exercised any lien over any of its issued shares and there is no outstanding call on any of the Sale Shares all of the Sale Shares are fully paid. Immediately following the Completion and giving effect to the transactions contemplated in this Agreement, the Purchaser or its designee(s) will be the beneficial owner of the Sale Shares, free and clear of any lien, charge, option, right of pre-emption or other encumbrance or third party right whatsoever. This Agreement has been duly authorized, executed and delivered by the Vendor and is enforceable against the Vendor in accordance with its terms.

4.3	The Sale Shares constitute all the issued shares in the capital of RBIPL and RBL, and there are no options or other agreements outstanding which call for the issue of, or accord to any person the right to call for the issue of, any shares in the capital of RBIPL or RBL or the right to require the creation of any mortgage, charge, pledge, lien or other security or encumbrance over any of the Sale Shares.

4.4	RBIPL has no and never has had any subsidiary or shares in or stock of, or other ownership or membership interests in, any company and RBIPL has never been a director or other officer of any other company.

4.5	RBL has no and never has had any subsidiary or shares in or stock of, or other ownership or membership interests in, any company except JRBL and RBL has never been a director or other officer of any other company.

4.6	The Shareholder’s Loans constitute all the outstanding loan advanced by the Vendor to RBIPL and RBL as 31st March, 2010. Immediately following the Completion and giving effect to the transactions contemplated in this Agreement, the Purchaser or its designee(s) will be the beneficial owner of the Shareholder’s Loans, free and clear of any lien, charge, option, right of pre-emption or other encumbrance or third party right whatsoever. Any other or further sums that are being advanced by the Vendor to RBIPL and RBL or any other members of the Target Group between 31st March, 2010 and the date of Completion will be irrevocably and absolutely waived by the Vendor under the Deed of Assignment at and upon Completion.

4.7	RBL and RBIPL have obtained all requisite business and production licenses, regulatory approvals and consents to carry out their respective businesses and productions and neither of them has been the subject or any investigations or enquiries by any government agencies or law enforcement bodies relating to any breaches or non-compliance of any conditions of its business or production licences, approvals or consents, laws, rules or regulations and there does not exists any circumstances that may render or lead to the revocation or suspension of any of its business or production licences, regulatory approvals and consents whatsoever.

4.8	RBIPL and RBL do not have and have never had any place of business or branch or permanent establishment outside its jurisdiction of incorporation, nor has it carried on any trading activities outside such jurisdiction.

4.9	RBIPL and RBL have never reduced, repaid, redeemed or purchased any of its share capital.

4.10	The copies of the Memorandum and Articles of Association of RBIPL and RBL which are attached to the Disclosure Letter are accurate and complete in all respects and have attached to them copies of all resolutions and agreements which are required to be so attached. RBIPL and RBL have complied with its Memorandum and Articles of Association in all respects, have full power, authority and legal right to own its assets and carry on its business and none of the activities, agreements, commitments or rights of RBIPL or RBL are ultra xxxxx or unauthorised.

4.11	The Register of Members and all other statutory books of RBIPL and RBL are attached to the Disclosure Letter and are up to date and contain true, full and accurate records of all matters required to be dealt with therein and RBIPL and RBL have not received any notice of any application or intended application under the Companies Ordinance for rectification of RBIPL and RBL’s register and all annual or other returns required to be filed with the Companies Registry have been properly filed within any applicable time limit and all legal requirements relating to the issue of shares and other securities by RBIPL and RBL have been complied with.

4.12	RBIPL and RBL have not been a party to or involved in any share for share exchange nor any scheme of reorganisation, reconstruction or amalgamation such as are mentioned in Sections 166 or 167 of the Companies Ordinance or are of an equivalent nature or type.

5.	JRBL

5.1	JRBL has been duly incorporated and is validly existing and no order has been made or petition presented or resolution passed for the winding up of JRBL and no distress, execution or other process has been levied on any of its assets. JRBL is not insolvent nor unable to pay their debts for the purposes of any laws or regulations of the PRC, no receiver or receiver and manager has been appointed by any person of its business or assets or any part thereof, no power to make any such appointment has arisen, JRBL has taken no steps to enter liquidation and there are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of JRBL.

5.2	RBL is the beneficial owner of all the shares and equity interest of JRBL, free and clear of any lien, charge, option, right of pre-emption or other encumbrance or third party right whatsoever and JRBL has exercised any lien over any of its shares and equity interest and there is no outstanding call on any of its shares and equity interest and all of the its shares and equity interest are fully paid. Immediately following the Completion and giving effect to the transactions contemplated in this Agreement, RBL will remain the legal and beneficial owner of all the shares an equity interest of JRBL, free and clear of any lien, charge, option, right of pre-emption or other encumbrance or third party right whatsoever.

5.3	The shares and equity interest owned by RBL in the capital of JRBL is at the date of the Agreement and shall at Completion constitute the entire issued shares and equity capital of JRBL, and there are no options or other agreements outstanding which call for the issue of, or accord to any person the right to call for the issue of, any shares or equity interest in the capital of JRBL or the right to require the creation of any mortgage, charge, pledge, lien or other security or encumbrance over any of JRBL’s shares and equity interest.

5.4	JRBL has no and never has had any subsidiary or shares in or stock of, or other ownership or membership interests in, any company and JRBL has never been a director or other officer of any other company.

5.5	JRBL has obtained all requisite business and production licenses, regulatory approvals and consents to carry out its businesses and productions and has never been the subject or any investigations or enquiries by any government agencies or law enforcement bodies relating to any breaches or non-compliance of any conditions of its business or production licences, approvals or consents, laws, rules or regulations and there does not exists any circumstances that may render or lead to the revocation or suspension of any of its business or production licences, regulatory approvals and consents whatsoever.

5.6	JRBL does not have and has never had any place of business or branch or permanent establishment outside its jurisdiction of incorporation, nor has it carried on any trading activities outside such jurisdiction.

5.7	JRBL has never reduced, repaid, redeemed or purchased any of its share capital.

5.8	The copy of the Memorandum and Articles of Association of JRBL which is attached to the Disclosure Letter are accurate and complete in all respects and has attached to it copies of all resolutions and agreements which are required to be so attached. JRBL has complied with its Memorandum and Articles of Association in all respects, have full power, authority and legal right to own its assets and carry on its business and none of the activities, agreements, commitments or rights of JRBL is ultra xxxxx or unauthorised.

5.9	All statutory books and records of JRBL are attached to the Disclosure Letter and are up to date and contain true, full and accurate records of all matters required to be dealt with therein.

5.10	JRBL has not been a party to or involved in any share for share exchange nor any scheme of reorganisation, reconstruction or amalgamation of any nature or type under the laws and regulations of the PRC.

6.	Trading and General Commercial Matters

6.1	The Target Group has good and marketable title to all such assets as are necessary to enable it properly to conduct their business as such business have been conducted prior to the date hereof. All such assets are free from any liens, mortgages, charges, encumbrances or other third party rights.

6.2	The fixed and loose plant, machinery, furniture, fixtures and fittings, equipment and vehicles and other tangible assets used in connection with the business of the Target Group and all other fixed assets referred to in the Accounts and any additions thereto made since the Accounting Date are the sole and absolute property of and held by the Target Group free from any liens, mortgages, charges, encumbrances, hire or hire purchase agreements, credit sale agreements or agreements for payment on deferred terms or bills of sale and the Target Group has good and marketable title thereto and all such assets are in the possession or under the control of the Target Group.

6.3	The Disclosure Letter lists the material terms of all material written contracts, agreements, arrangements, deeds, mortgages, licenses, indentures, notes, bonds, sales orders and purchase orders to which the Target Group is a party or by which the Target Group or any of its assets is bound on the date hereof. The Target Group has heretofore made available to the Purchaser or Purchaser’s Solicitors a true and complete copy of each of the material written contracts, agreements, arrangements, deeds, mortgages, licenses, indentures, notes, bonds, sales orders and purchase orders to which the Target Group is a party or by which the Target Group or any of its assets is bound on the date hereof. The Target Group has not entered into any oral contracts which are currently in force, the obligations of which or the breach of which by any party could result in damages, which will, in the aggregate, exceed a cumulative amount of HK$50,000.

6.4	The Target Group is not a party to:

	6.4.1	any unusual or onerous contract nor any contract which cannot be terminated without penalty or other compensation on less than twelve months’ notice;

	6.4.2	any contract restricting the Target Group’s freedom of action in relation to its normal business activities or materially and adversely affecting its business or assets;

	6.4.3	any material contract not made in the ordinary course of business;

	6.4.4	any contract for the purchase or use by the Target Group of materials, supplies or equipment which is in excess of the requirements of the Target Group for its normal operating purposes;

	6.4.5	any agency, distribution, marketing, purchasing, franchising or licensing agreement (except as disclosed in the Disclosure Letter);

	6.4.6	any consulting or management agreement (except as disclosed in the Disclosure Letter);

	6.4.7	any joint venture, agency, shareholders’ or partnership arrangement or agreement or similar arrangement or agreement or any agreement which purports to regulate, control or otherwise affect the voting or disposition of its shares;

	6.4.8	any contract for services, the cost of which is reflected in the Accounts.

6.5	To the knowledge of the Vendor, there are no contracts or obligations, agreements, arrangements or concerted practices to which the Target Group is a party or by which the Target Group or any of its assets is bound, and there are no practices in which the Target Group is engaged, which are void, illegal, unenforceable, registrable or notifiable under or which contravene any laws or regulations.

6.6	With respect to each material contract, commitment, arrangement, understanding, tender and bid to which the Target Group is party or by which it is bound:

	6.6.1	the Target Group has duly performed and complied in all material respects with each of its obligations thereunder;

	6.6.2	there has been no delay, negligence or other default on the part of the Target Group and no event has occurred which, with the giving of notice or passage of time, may constitute a default thereunder;

	6.6.3	the Target Group is under no obligation which cannot readily be fulfilled, performed or discharged by it on time and without undue or unusual expenditure or effort;

	6.6.4	the Target Group has the technical and other capabilities and the human and material resources to enable it to fulfil, perform and discharge all its outstanding obligations in the ordinary course of business and without realising a loss on completion of performance;

	6.6.5	there are no grounds for rescission, avoidance, repudiation or termination and the Target Group has not received any notice of termination; and

	6.6.6	none of the other parties thereto is in default thereunder, and no event has occurred which, with the giving of notice or passage of time, may constitute a default thereunder by any other party thereto.

6.7	Except in the ordinary course of business no tender, quotation or offer issued by the Target Group and still outstanding is or will be capable of giving rise to a material contract merely by an order acceptance or other action by another party.

6.8	No act or transaction has been effected by the Target Group or the Vendor including the sale of the Sale Shares in consequence of which:

	6.8.1	the Target Group is or may be liable to:

		6.8.1.1	refund the whole or part of any investment grant from any government or quasi-governmental body or other grant received by virtue of any statute;

		6.8.1.2	repay in whole or in part any government or local authority loan;

		6.8.1.3	lose the benefit of any financial concession or Tax relief or Tax holiday accorded to the Target Group by any authority; or

	6.8.2	any grant for which application has been made by it will or may not be paid or will or may be reduced pursuant to the present practice of the appropriate authority.

6.9	The Disclosure Letter sets out full and accurate details of each bank, deposit taking company or other similar institution, account or safety deposit box maintained by the Target Group including the name and address of each such bank, deposit taking company or other institution and the names of all persons authorised to draw thereon or have access thereto.

6.10	All amounts received by the Target Group have been deposited with one or other of such banks, deposit taking companies or other similar institutions and appear in the appropriate accounting books.

6.11	There are no loans, guarantees, pledges, mortgages, charges, liens, debentures, encumbrances or unusual liabilities given, made or incurred by or on behalf of the Target Group (and, in particular but without limiting the foregoing, no loans have been made by or on behalf of the Target Group to any directors or shareholders of the Target Group) and no person has given any guarantee of or security for any overdraft, loan or loan facility granted to the Target Group.

6.12	The execution, delivery and performance of this Agreement will not result in the breach, cancellation or termination of any of the terms or conditions of or constitute a default under any material agreement, commitment or other instrument to which the Target Group is a party or by which the Target Group or its property or assets may be bound or affected or result in the acceleration of any obligation under any loan agreement or violate any law or any rule or regulation of any administrative agency or governmental body or any order, writ, injunction or decree of any court, administrative agency or governmental body affecting the Target Group.

6.13	There are no material agreements concerning the Target Group which can be terminated or which have been terminated or under which the rights of any person are liable to be materially adversely affected as a result of a change in control of the Target Group or in the composition of the Board of Directors of the Target Group.

6.14	To the knowledge of the Vendor, there are no circumstances whereby, following a change in the control of any company within the Target Group or in the composition of the Board of Directors of any company within the Target Group, any of the material suppliers to or on behalf of that company with the Target Group would cease to remain as suppliers to the same extent and of the same nature as prior to the date hereof.

6.15	To the knowledge of the Vendor, no services provided by the Target Group prior to the date hereof have been provided in a negligent manner or in any other manner which would entitle the recipient of such services to claim damages against the Target Group.

6.16	The Target Group has no liabilities except liabilities arising in the ordinary course of business under contracts for service, purchase orders, supply contracts or sale contracts, nor does it have any other liabilities direct or indirect, absolute or contingent, not required by generally accepted accounting principles to be referred to in the Accounts and the Target Group is not owed any moneys other than trade debts, cash at bank and xxxxx cash on hand.

6.17	The companies within the Target Group have no material capital commitments.

6.18	No companies within the Target Group is not the subject of any official investigation or inquiry and to the knowledge of the Vendor, there are no facts which are likely to give rise to any such investigation or inquiry.

6.19	All companies within the Target Group have at all times carried on its business in compliance with all applicable laws and regulations. To the knowledge of the Vendor, neither the Target Group, nor any of its directors, officers, employees or agents in relation to the Target Group, has committed any criminal offence or any tort or any breach of the requirements or conditions of any statute, treaty, regulation, bye-law or other obligation relating to the Target Group or the carrying on of its business and without prejudice to the generality of the foregoing the Target Group has obtained all registrations, licences and consents necessary to own its assets and for the carrying on of its business, and all such registrations, licences and consents are valid and subsisting and to the knowledge of the Vendor, there is no reason why any of them should be suspended, cancelled or revoked (whether as a result of the sale and purchase of the Sale Shares pursuant to this Agreement or otherwise).

6.20	The Target Group has given no powers of attorney and no other authority express, implied or ostensible which is still outstanding or effective to any person to enter into any contract or commitment to do anything on its behalf other than the authority of employees to enter into routine trading contracts in the normal course of their duties.

6.21	The Target Group does not carry on business under any name other than its own.

6.22	No person is entitled to receive from the Target Group any finder’s fee, brokerage or commission in connection with this Agreement or anything contained in it.

6.23	The Target Group does not have any of its records, systems, controls, data or information recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process whether computerised or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of the Target Group.

6.24	To the knowledge of the Vendor, the Target Group has received no complaint or notice of investigation initiated by the Privacy Commissioner under the Personal Data (Privacy) Ordinance (“PDPO”) and the Vendor is not aware of any action being initiated pursuant to the PDPO.

6.25	No act or transaction has been effected by or on behalf of the Target Group (or by or on behalf of the Vendor (or any director, officer, employee or agent of, or any other person in any way connected with the Vendor)) involving the offering, making or authorising of any payment or gift, or the giving of, or promising to give, anything of value, directly or indirectly, to any government official, political party, party official or candidate for political office for the purpose of influencing the recipient in its or its official capacity in order to obtain business, retain business or direct business to the Target Group or any other person or firm or for any other purpose in connection with or in any way whatsoever related to the business of the Target Group or persons for whom the Target Group has acted as a buying agent.

6.26	There is no transaction to which the Target Group is or has been a party which may give rise to a claim for setting aside under the Companies Ordinance or otherwise howsoever.

7.	Properties

7.1	The Target Group does not and has never owned any real property. The Target Group does not occupy or use any land, building or premises nor does it have any estate, interest, right or title in land, building or premises other than the Current Properties.

7.2	In this paragraph 7 unless the context otherwise requires:

	7.2.1	“Development Control Laws” includes any law or statute from time to time in effect relating to or regulating town and country planning, building, development and/or use of property;

	7.2.2	“Liabilities” include all liabilities (whether or not contingent) incurred or to be incurred by any company within the Target Group, all damage or loss suffered by it, all claims, demands, actions and proceedings made or brought against it and all costs and disbursements incurred by it and Liability shall be construed accordingly;

	7.2.3	“Obligations” include covenants, conditions, agreements, stipulations, restrictions, contractual requirements or other obligations (whether positive or negative) of a similar nature;

	7.2.4	“Occupancy Documents” include any lease, sub-lease, tenancy agreement, sub- tenancy agreement, licence or other document granted or agreed to be granted by the Target Group or its predecessors in title giving any person a right to use, possess or occupy the Current Properties;

	7.2.5	“Occupancy Rights” include any right to use, possess or occupy any of the Current Properties, granted by the Target Group or its predecessors in title or otherwise acquired or in the course of being acquired;

	7.2.6	“Rights” include any easement, way leave, licence, quasi-easement, privilege, contractual right or other rights of a similar nature;

	7.2.7	“Utility” includes provision for sewage disposal, water, electricity, gas, television, telecommunications and information and “Utilities” shall be construed accordingly;

7.3	Any reference to the Current Properties shall (as appropriate) be deemed to include reference to each of them and each and every part of them.

7.4	The Current Properties comprise all the land, buildings and premises currently occupied or used by the Target Group or in respect of which the Target Group has any estate, interest, right or title and the descriptions of the Current Properties set out in Schedule 5 are in all material respects correct and not misleading.

7.5	The Target Group has exclusive and unfettered possession and occupation of the Current Properties and there are no Occupancy Rights in favour of third parties affecting them except any disclosed in Schedule 5.

7.6	All Obligations to which the Current Properties are subject have been observed and performed in all material respects and to the knowledge of the Vendor there are no circumstances which could give rise to the restriction or termination of the continued possession, occupation, use or enjoyment of the Current Properties or to any Liabilities whatever.

7.7	All Obligations from which the Current Properties benefit have been observed and performed and no breach of such Obligations has been waived or acquiesced in.

7.8	To the knowledge of the Vendor, there are no outstanding claims, disputes, complaints, notices, orders or proceedings relating to or affecting the Current Properties or which have given or might give rise to any Liabilities.

7.9	All laws, statutes and subsidiary legislation relating to the use of the Current Properties by the Target Group, the employment of persons by the Target Group or the use or storage of machinery, materials, consumables or chattels by the Target Group in the Current Properties have been complied with in all material respects and all consents, licences or permits required thereunder have been obtained and any conditions or restrictions imposed by such consents, licences or permits have been observed and performed in all material respects.

7.10	No demolition, development or construction work has been carried out by the Target Group in relation to the Current Properties which would require any consent under the Development Control Laws or the relevant Government land grant without such consent having been properly obtained and any conditions or restrictions imposed upon the giving of such consent have been observed and performed in all material respects.

7.11	Except as disclosed in the Disclosure Letter, the Target Group has not entered into any agreements with any Utility authority or company for the supply to or discharge from the Current Properties of any Utility or for mains or other equipment laying and has not deposited any money with any such authority or company as security therefor.

7.12	The Occupancy Documents are on terms negotiated at arm’s length and the rent and fees are as disclosed in the relevant Occupancy Documents.

7.13	All rent, fees and other payments due under the Occupancy Documents or in respect of any Occupancy Rights have been or will have been promptly paid as at the date of this Agreement and as of the Completion Date, and no such rent, fees or other payments have been commuted, waived or paid more than monthly in advance.

7.14	Copies of all of the Occupancy Documents have been supplied to the Purchaser or the Advisors and are true and complete and details of the terms of any subsisting oral Occupancy Rights or Occupancy Rights subsisting by reason of conduct have been supplied to the Purchaser and are true and complete and do not contain any unusual provisions and no collateral assurances, undertakings, concessions or agreements for surrender have been made by any party to any Occupancy Documents or Occupancy Rights.

7.15	The Target Group has not at any time assigned or otherwise disposed of any estate, interest, right or title in or to any land, building or premises in respect of which it has or may have continuing Obligations or Liabilities.

7.16	The Target Group is not the guarantor of any other party’s Obligations or Liabilities under any document creating or disposing of any estate, interest, right or title in or to any land, building or premises.

7.17	Policies of insurance relating to any Liabilities of the Target Group to third parties deriving in any way from the Current Properties or their use have been effected by the Target Group, are current and valid, cover the reasonably foreseeable Liability of the Target Group and are not subject to any special or unusual terms or restrictions or to the payment of any premia in excess of the normal rate for policies of the same kind.

7.18	The Leases of each of the Current Properties are properly completed and stamped and are in the possession and under the control of the Target Group.

7.19	To the knowledge of the Vendor all necessary consents for the grant of the Leases were obtained before such grant.

7.20	The Leases are not subject to any options or rights of pre-emption or first refusal in favour of any third parties. All Leases relating to personal property are in full force and effect and the Target Group is not aware of any breach of any terms of any such Leases.

7.21	Where the Target Group is responsible for maintaining insurance of the Current Properties, the policy conforms in all material respects with the requirements of the relevant Leases.

7.22	Policies of insurance relating to the interior of the Current Properties and their fixtures, fittings and contents have been effected by the Target Group, are current and valid, cover the full reinstatement value thereof and are not subject to any special or unusual terms or restrictions or to the payment of any premia in excess of the normal rate for policies of the same kind.

8.	Environmental Issues

8.1	The Target Group is currently complying with all Environmental Laws and has at all times complied with all Environmental Laws.

9.	Confidential Information and Intellectual Property

	9.1.1	In this paragraph 9.1 “Confidential Information” means all know-how, lists of customers or suppliers or other persons engaged or solicited by the Target Group in its capacity as a commissioned buying agent, trade secrets, technical processes or other confidential information belonging to the Target Group or to any third party.

	9.1.2	To the best of the Vendor’s knowledge and belief, the Target Group does not use any processes and is not engaged in any activities which involve the misuse of any Confidential Information belonging to any third party.

	9.1.3	To the best of the Vendor’s knowledge and belief, all agreements and/or arrangements under which Confidential Information belonging to any third party is made available to the Target Group are set out in the Disclosure Letter and the Target Group is not in breach of any such agreement or arrangement and is not aware of the existence of any circumstances under which its right to use such Confidential Information may be terminated.

	9.1.4	To the best of the Vendor’s knowledge and belief, the Target Group is not aware of any actual or alleged misuse by any person of any of its Confidential Information. The Target Group has not disclosed to any person any of its Confidential Information except where such disclosure was properly made in the normal course of the Target Group’s business and was made subject to an agreement under which the recipient is obliged to maintain the confidentiality of such Confidential Information and is restrained from further disclosing it or using it other than for the purposes for which it was disclosed by the Target Group.

9.2	All Intellectual Property used in the business or businesses of the Target Group, if any, is used by the Target Group in accordance with the terms of a current licence from the owner of that Intellectual Property (“Licensed IP”).

9.3	RBIPL is the registered and beneficial owner of all the RBIPL IP Rights specified in Schedule 12. free and clear of any lien, charge, mortgage or other encumbrance or third party right whatsoever .

9.4	RBL does not own any registered Intellectual Property.

9.5	The Target Group has not breached and is not aware of any allegation of breach of Licensed IP, if any, during the period of six years prior to Completion.

10.	Computer Systems and Software

10.1	In this paragraph 10, the expression “the Software” means all computer programs and software used or supplied in or in connection with the business of the Target Group (whether owned by the Target Group, licensed to the Target Group by a third party or sub-licensed by the Target Group pursuant to a licence agreement from a third party).

10.2	The Target Group is entitled to use the Software. Immediately following the consummation of the transactions contemplated pursuant to this Agreement, the Target Group will retain all right, title and interest in and to the use of the Software.

10.3	The Target Group has not at any time had any dispute with any person relating to proprietary or other rights in or to the Software. All licences relating to the Software granted to the Target Group are in full force and effect and the Target Group is not aware of any breach of any terms of any such licences. The Target Group has never granted to a third party a licence to use the Software, and to the best of the Vendor’s knowledge and belief, the Target Group has on the termination of any license granted to it either returned or destroyed all copies of the Software in its possession, custody or control.

10.4	The execution, delivery and performance of this Agreement will not result in the breach, cancellation or termination of any of the terms or conditions (including any acceleration or increase in any obligations thereunder) of or constitute a default under any licence relating to the Software granted to the Target Group.

11.	Insurance

11.1	The Disclosure Letter sets forth a list of all liability (including public liability, third party liability and automobile liability), workers’ compensation, property and other policies by which the Target Group has been insured at any time during the three years preceding the date of this Agreement. True and correct copies of all such insurance policies have been made available to the Purchaser or the Purchaser’s Solicitors. Such list includes the type of policy, form of coverage, policy number and insurer, coverage dates, named insured, limit of liability, deductible and a history of all claims made by or on behalf of the Target Group under any such policy during the three years preceding the date of this Agreement.

11.2	All existing insurance polices of the Target Group are as disclosed in the Disclosure Letter. Except as disclosed in the Disclosure Letter, the Target Group has at all times been adequately covered against accident, third party, public liability, and other risks normally covered by insurance and nothing has been done or omitted to be done by or on behalf of the Target Group which would make any policy of insurance void or voidable or enable the insurers to avoid the same and the Vendor is not aware of any circumstances likely to give rise to a claim under any such policy or result in an increased rate of premium.

11.3	All information furnished in obtaining or renewing the insurance policies of the Target Group was correct, full and accurate when given and any change in that information required to be given was correctly given. The Target Group is not in default under any of these policies.

11.4	The Target Group has not suffered any uninsured losses nor waived any rights of material or substantial value or, except as contemplated pursuant to this Agreement, allowed any insurances to lapse.

12.	Litigation

12.1	Neither the Target Group nor any person for whose acts or defaults the Target Group may be vicariously liable is engaged whether as plaintiff or defendant or otherwise in any civil, criminal or arbitration proceedings or any proceedings before any tribunal (save for debt collection by the Target Group in the ordinary course of business) and to the best of the Vendor’s knowledge and belief, there are no proceedings threatened or pending against the Target Group including proceedings in respect whereof the Target Group is liable to indemnify any party concerned therein and in particular but without prejudice to the generality of the foregoing the Target Group is not liable (other than contingently) to make any redundancy or severance or long service payment to any person (except as disclosed in the Accounts, the Management Accounts or in the Disclosure Letter) or pay any other compensation to any of its employees and there are no facts which are likely to give rise to any litigation or proceedings. There are no unfulfilled or unsatisfied judgments or orders against the Target Group or any of its assets and there has been no delay by it in the payment of any obligation due for payment.

12.2	The Disclosure Letter summarizes all threatened or actual civil, criminal and arbitration proceedings during the five years preceding the date of this Agreement in which the Target Group was a plaintiff or defendant or other party thereto.

12.3	Except as described in the Disclosure Letter and for those disputes that arise in the ordinary course of business following the execution of this Agreement but prior to the Completion, in any case which would not reasonably be expected to have a material adverse change in the financial condition or the position, prospects, assets or liabilities of the Target Group, there are no current disputes between the Target Group and any of its suppliers, employees or officers (or other persons engaged or solicited by the Target Group in its capacity as a commissioned buying agent) in relation to goods or services purchased or supplied, plant or machinery, duties or work or any loss, damage or injury resulting therefrom.

13.	Employment and Retirement Scheme Matters

13.1	RBL and RBIPL have never had any employee and they do not currently have any employee.

13.2	There has been no past and there is no existing or threatened or pending industrial or trade dispute involving the Target Group and any of its employees, there are no agreements or arrangements (whether oral or in writing or existing by reason of custom and practice) between the Target Group and any trade union or other employees’ representatives concerning or affecting the Target Group’s employees and there are no trade unions or other employees’ representatives whom the Target Group recognises to any extent for collective bargaining purposes.

13.3	The Target Group has neither given notice of any redundancies or lay offs nor started consultations with any independent trade union or employees’ representatives regarding redundancies, lay offs or dismissals within the period of one year prior to the date hereof. To the knowledge of the Vendor, no circumstances have arisen under which the Target Group is likely to be required to pay damages for wrongful dismissal, to make any statutory severance, redundancy or long service payment or to make or pay any compensation for unreasonable dismissal or to make any other payment under any employment protection legislation or to reinstate or re-engage any former employee. To the knowledge of the Vendor, no circumstances have arisen under which the Target Group is likely to be required to pay damages or compensation, or suffer any penalty or be required to take corrective action or be subject to any form of discipline under the Sex Discrimination Ordinance, the Disability Discrimination Ordinance, the Family Status Discrimination Ordinance or any other laws conferring protection against discrimination, harassment, victimisation or vilification by reason of age, gender, family circumstances, race, religion or disability in any jurisdiction. So far as the Target Group is aware, there are no current, pending or threatened claims of any type against it by any existing or former employees.

13.4	There are no existing service or other agreements or contracts between the Target Group and any of its directors or executives or employees which cannot be lawfully terminated by three calendar months’ notice or less without giving rise to any claim for damages or compensation other than a statutory redundancy or severance or long service payment, and the Target Group has complied with all its obligations under all ordinances, statutes and regulations, codes, orders and awards in connection with its employees and with all collective agreements with respect to trade unions or to employees of the Target Group.

13.5	The Disclosure Letter lists each officer, manager, consultant, independent contractor and employee employed or engaged by or on behalf of the Target Group and the material terms of such employment or engagement (including fees or compensation paid or payable, the term of employment or engagement, the duration of service, and a description of the services rendered by each such person) and such individuals are all of the individuals necessary for carrying on the Target Group’s business or businesses as presently constituted. Except as set forth in the Disclosure Letter, no other person acts for, on behalf of or in the name of the Target Group or provides services, supervision or management to, or for the benefit of, the Target Group (if any).

13.6	The Disclosure Letter summarizes the material terms (including the determination of amounts payable, payment date(s) and approval requirements by officers or directors of the Target Group) of all schemes or arrangements for the payment of bonuses to all employees (if any). The Disclosure Letter summarizes all policies and practices of the Target Group with respect to performance reviews and reviews of compensation and fees (including increases thereof) for officers, managers, consultants, independent contractors and employees employed or engaged by or on behalf of the Target Group (if any).

13.7	The Target Group has at all relevant times complied with all its obligations under statute or otherwise concerning the health and safety at work of its employees, and to the knowledge of the Vendor, there are no claims capable of arising or threatened or pending by any employee or third party in respect of any accident or injury which are not fully covered by insurance.

13.8	No term of employment or engagement of any officer, manager, consultant, independent contractor and employee of the Target Group provides that a change in control of the Target Group (however change of control may be defined, if at all) shall entitle such person to treat the change of control as amounting to a breach of the contract or entitling him to any payment or benefit whatsoever or entitling him to treat himself as redundant or otherwise dismissed or released from any obligation. No officer, manager, consultant, independent contractor or employee of the Target Group is entitled to, or has indicated to the Target Group or Vendor of any intention for or expectation with respect to, any increase in the fees or compensation paid by the Target Group (whether as a result of the sale of the Sale Shares or otherwise).

13.9	The Target Group has no retirement schemes, retirement benefits, pension, provident, superannuation, share option, share incentive, life assurance, disability or similar schemes, arrangements or obligations for any employees or directors or former employees or directors of the Target Group or any of their spouses or dependants, and the Target Group has no obligation (whether legally binding or established by custom) to pay any pension, allowance or gratuity or make any other payment on termination of service, death or retirement or to make any payment for the purpose of providing any similar benefits to or in respect of any person who is now or has been an officer or employee of the Target Group or any spouse or dependant of any such person and is not a party to any scheme or arrangement having as its purpose or one of its purposes the making of such payments or the provision of such benefits. The Target Group has not announced any proposals to establish any such schemes, arrangements or obligations.

13.10	The Target Group has at all times complied with the requirements of the MPFS Ordinance and any requirements of the Mandatory Provident Fund Schemes Authority in respect of its relevant employees who are not exempted from the MPFS Ordinance. For this purpose, the term “relevant employees” shall have the meaning as given to it under the MPFS Ordinance.

13.11	Except as disclosed in the Disclosure Letter, on or prior to the Completion Date, the Target Group has not participated in any occupational retirement scheme registered under the Occupational Retirement Schemes Ordinance (Chapter 426 of the Laws of Hong Kong) or any other mandatory provident funds schemes.

14.	Arrangements with connected persons etc.

14.1	All amounts outstanding and appearing in the books of the Target Group as loan accounts or as due to directors or shareholders wholly represent money or money’s worth paid or transferred to the Target Group as the case may be or remuneration accrued due and payable for services rendered. All amounts outstanding between the Vendor and the Target Group are specifically disclosed in the Accounts.

14.2	Except as disclosed in the Disclosure Letter, there is not outstanding and there has not at any time been outstanding any contract or arrangement to which the Target Group is a party and in which any of the Vendor or directors or officers of the Target Group is or has been interested, whether directly or indirectly, other than arm’s length service contracts and the Target Group is not a party to, nor have its profits or financial position at any time been adversely affected by, any contract or arrangement which is not of an entirely arm’s length nature; save as aforesaid or as disclosed in the Disclosure Letter, there are no agreements or understandings (whether legally enforceable or not) between the Target Group and any person who is a shareholder or the beneficial owner of any interest in the Target Group or any other company controlled by any such person relating to the management of the Target Group’s business or the appointment or the removal of its directors or the ownership or transfer of ownership or the letting of any of its assets or the provision of finance, goods, services or other facilities to or by the Target Group or otherwise howsoever relating to the Target Group or its affairs.

14.3	Since the commencement of its operations, except as set forth in the Accounts or the Disclosure Letter, no payment or other consideration or the rendering of any service has been given by or on behalf of any Vendor (or any person connected with the Vendor) to any supplier (or other person engaged or solicited by the Target Group in its capacity as a commissioned buying agent) in connection with or in any way whatsoever related to the business of the Target Group (or the business of any person for whom the Target Group has served as a buying agent) and no payment or other consideration or the rendering of any service has been received by any Vendor (or any person connected with the Vendor) from any supplier (or other person engaged or solicited by the Target Group in its capacity as a commissioned buying agent) in connection with or in any way whatsoever related to the business of the Target Group.

14.4	The Vendor (or any person connected with the Vendor) is not at the date hereof either individually or collectively or with any other person or persons engaged in any other business or concerned or interested in any way whatsoever in any other business of a similar nature to or directly competitive with that carried on by the Target Group.

15.	Matters since the Accounting Date

	Since the Accounting Date:

15.1	there has been no interruption or alteration in the nature, scope or manner of the Target Group’s business which business has been carried on lawfully and in the ordinary and usual course of business so as to maintain it as a going concern;

15.2	there has been no material adverse change in the financial condition or the position, prospects, assets or liabilities of the said business or the Target Group as compared with the position disclosed by the Accounts and there has been no damage, destruction or loss (whether or not covered by insurance) affecting the said business or its assets;

15.3	no material supplier (or other person engaged or solicited by the Target Group in its capacity as a commissioned buying agent) has:-

	15.3.1	indicated that it is likely to cease trading with or supply to the Target Group or any person for whom the Target Group has served as a buying agent;

	15.3.2	indicated that it is likely to reduce substantially its trading with or supplies to the Target Group or any person for whom the Target Group has served as a buying agent; or

	15.3.3	indicated that it is likely to change substantially the terms upon which it is prepared to trade with or supply the Target Group or any person for whom the Target Group has served as a buying agent (other than normal price and minor changes).

15.4	the Target Group has continued to pay its creditors in the ordinary course of business and no unusual trade discounts or other special terms have been incorporated into any contract entered into by the Target Group;

15.5	the Target Group has not entered into or varied any contract or assumed any liability which is outside the ordinary or proper course of its business or which is long term, unusual or onerous;

15.6	the Target Group has not entered into any capital commitment (whether by way of purchase, lease, hire purchase or otherwise);

15.7	the Target Group has not, except in the ordinary course of business, acquired, sold, transferred or otherwise disposed of any assets of whatsoever nature;

15.8	except as disclosed in the Disclosure Letter, or in the ordinary course of business, the Target Group has not cancelled, waived, released or discontinued any rights, debts or claims;

15.9	the Target Group has not hired or dismissed any employee except in the ordinary course of business;

15.10	no resolutions have been passed by the Target Group and nothing has been done in the conduct or management of the affairs of the Target Group which would be likely to materially reduce the net asset value of the Target Group (except payments of charitable donations and distributions of dividends disclosed in the Disclosure Letter or in the Management Accounts);

15.11	the Target Group has not made any purchase or sale or introduced any method of management or operation in respect of the business, undertaking or assets of the Target Group except in a manner consistent with proper prior practice;

15.12	the Target Group has not incurred or become subject to any liability or obligation (absolute or contingent) except current liabilities and obligations, in each case incurred under contracts entered into in the ordinary course of business and consistent with past practice which do not materially increase the nature or amount of liabilities or obligations disclosed in the Accounts;

15.13	no material changes have occurred in the assets and liabilities (actual or contingent) shown in the Accounts and the Target Group has not discharged or satisfied any lien or encumbrance or any other obligation or liability (absolute or contingent) other than liabilities disclosed in the Accounts as at the Accounting Date and current liabilities incurred since the Accounting Date in the ordinary course of business;

15.14	the Target Group has not carried out or entered into any transaction and no other event has occurred in consequence of which (whether alone or together with any one or more transactions or events occurring before on or after the date hereof) any liability to Tax of the Target Group has arisen or will or may arise (or would have arisen or would or might arise but for the availability of any relief, allowance, deduction or credit) other than Tax on actual income or profits of the Target Group arising from transactions entered into in the ordinary course of business;

15.15	except as disclosed in the Disclosure Letter, no payment has been made by the Target Group which will not be deductible for Tax purposes either in computing the profits of the Target Group or in computing the Tax chargeable on the Target Group; and

15.16	no payment has been made by the Target Group to any of the Vendor (except compensation paid to officers and employees of the Target Group, as applicable, in the ordinary course of business).

16.	Accuracy of Information Provided

16.1	All information contained in this Agreement (including the recitals) is true and accurate in all material respects and not misleading in any material respect.

16.2	To the best knowledge and belief of the Vendor without independent inquiry and in the absence of gross negligence on the part of the Vendor, all information given to the Purchaser and the Advisors by the Vendor, the officers and employees of the Target Group, the Vendor’s professional advisers and the Target Group’s advisers during the negotiations prior to this Agreement was when given and is at the date hereof true and accurate in all material respects.

16.3	All information contained in the Disclosure Letter is true and accurate in all material respects and fairly presented and there is no fact or matter which has not been disclosed in the Disclosure Letter which renders any such information materially untrue or misleading and there is no fact or matter concerning the Target Group and its business and affairs which has not on the basis of the utmost good faith been disclosed in the Disclosure Letter which would reasonably be expected to influence the decision of the Purchaser to proceed with the purchase of the Sale Shares on the terms of this Agreement.

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SCHEDULE 10

RBIPL IP Rights

	Description of Xxxx	Class of Registration	Description of Registration

1.	“ROOTS & Device”	Class 21	US Trade Xxxx Registration No.3222538

2.	“ROOTS & Device”	Class 21	Swiss Trade Xxxx Registration No.548477

3.	“ROOTS & Device”	Class 21	Community Trade Xxxx Registration No.005083101

4.	“ROOTS & Device”	Class 21	PRC Trade Xxxx No.5186925

SCHEDULE 11

Form of Distribution and Sales Agreement

Distribution and Sales Agreement

By and between:

WELL TALENT TECHNOLOGY LIMITED a company incorporated with limited liability in the British Virgin Islands with its registered office atAkara Building, 00 Xx Xxxxxx Xxxxxx, Xxxxxxx Cay 1, Road Town,, Tortola, British Virgin Islands (hereinafter referred to as “WELL TALENT”)

and

BIOPACK ENVIRONMENTAL LIMITED a company incorporated with limited liability in Hong Kong with its registered office at Room 1302, 00xx Xxxxx, Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxx Xxxx (hereinafter referred to as “BEL”) on _______________, 2010 in Hong Kong.

Preamble

WHEREAS WELL TALENT is manufacturing bio-degradable food container and packaging products (“the PRODUCTS”) via its subsidiaries.

WHEREAS BEL desires to obtain the sole sales distributor for Europe, North America, Australia, Africa, South America and Hong Kong (the “TERRITORY”) under the name ROOTS BIOPACK (“RB”) and be the solely authorized representative in said jurisdictions for the PRODUCTS.

WHEREAS WELL TALENT will distribute directly into the TERRITORY through BEL and try her best to prevent other distributors outside the TERRITORY to sell within the TERRITORY.

WHEREAS WELL TALENT desires to grant BEL the sole authorized representative to exclusively handle all sales enquiries in the TERRITORY. WELL TALENT will channel all current and future sales and enquiries to BEL within the TERRITORY.

WHEREAS both the Parties have agreed to set up the MOLD OWNERSHIP scheme, where BEL shall own her exclusive set of molds (“the MOLDS”) for manufacturing the PRODUCTS. These MOLDS are exclusive in terms of the unique product design. WELL TALENT shall make the MOLDS on behalf of BEL whilst BEL shall be responsible for all costs related to making the MOLDS. WELL TALENT shall deliver the PRODUCTS made by the MOLDS of BEL within the TERRITORY only. For products which Well Talent already produces, BEL shall bear no charges for mould costs.

WHEREAS BEL shall primarily distribute the PRODUCTS within the TERRITORY, however, there is no restriction for BEL to ship or deliver the PRODUCTS, which are made by her exclusive molds, to regions outside the TERRITORY.

WHEREAS BEL declares that it has the necessary organization and strength to efficiently promote the sales of the PRODUCTS in the TERRITORY.

WHEREAS the Parties have agreed to formalize their cooperation in this Agreement.

WHEREAS BEL shall be allowed to periodically discuss openly the market situation in the TERRITORY and keep Well Talents updated on projects in the TERRITORY.

WHEREAS BEL shall inform WELL TALENT on marketing and promotional efforts in order to ensure that marketing investments are well spent.

NOW THEREFORE the Parties in recognition of the foregoing and in consideration of the mutual undertakings contained in this Agreement, agree as follows.

Article 1

Definitions

Whenever used in this Agreement the following terms shall have exclusively the following respective meanings set forth below:

1.1	PRODUCTS shall mean the bio-degradable Food container and packaging products of WELL TALENT.

1.2	TRADEMARK(S) shall mean the trademark(s) as listed in Annex 1.

1.3	ROOTS BIOPACK shall mean the entity that BEL shall use to represent WELL TALENT to distribute the PRODUCTS in the TERRITORY and shall exclusively handle all related sales enquires within the TERRITORY.

1.4	TERRITORY shall mean Europe (Netherlands, Luxemburg, Belgium, the United Kingdom, Germany, Sweden, France, Spain, Italy, Finland, Denmark, Portugal, Austria, Czech Republic, Poland, Latvia, Lithuania and Hungary), North America, Australia, Africa, South America and Hong Kong.

1.5	REGISTRATION shall mean all registrations and approvals by the competent national authorities which are necessary for the lawful marketing and sale of the PRODUCTS in the TERRITORY.

1.6	CONTRACT PERIOD shall be the period starting from the date of signing this Agreement, as the case may be, and ending 12 months thereafter.

Article 2

BEL’s Rights and Exclusivity

2.1	Subject to the terms and conditions set forth in this Agreement, WELL TALENT hereby grants BEL the exclusive right to market distribute and sell the PRODUCTS in the TERRITORY. However, WELL TALENT shall notify all its relevant agents, clients and/or distributors who are dealing outside the TERRITORY that BEL has been appointed as the sole and exclusive agent of WELL TALENT to distribute and sell the PRODUCTS in the TERRITORY.

2.2	WELL TALENT hereby undertakes to notify all relevant agents and clients who are dealing with the PRODUCTS outside the TERRITORY that BEL has been appointed as the sole and exclusive agent to distribute and sell the PRODUCTS in the TERRITORY.

2.3	During the CONTRACT PERIOD of this Agreement, WELL TALENT hereby undertakes not to further develop new customers in the TERRITORY without the consent of BEL.

2.4	WELL TALENT shall take all necessary actions to use her best endeavor to ensure that the PRODUCTS will be marketed, distributed and sold solely through BEL in the TERRITORY. Should any party, including WELL TALENT or BEL, find that the PRODUCTS are marketed, distributed and /or sold in the TERRITORY through sources outside the TERRITORY, WELL TALENT shall use her best effort to locate such sources and shall demand such sources to stop shipment of the PROUDCTS to the TERRITORY. WELL TALENT shall keep BEL fully informed of all actions taken in relation thereto. Besides, WELL TALENT shall try her best to immediately stop supplying to such sources if they fail to comply with such demand immediately.

2.5	WELL TALENT shall not sell the PRODUCTS to the TERRITORY directly, including the PRODUCTS with TRADEMARK or without TRADEMARK.

2.6	BEL shall sell the PRODUCTS under the name ROOTS BIOPACK for her own account and at her own risk. BEL nor her employees, sub-dealers, agents or any third party taking over or carrying out any of BEL’s agents or any third party taking over or carrying out any BEL’s obligations under this Agreement shall under any circumstances be considered as employees, sub-dealers or agents of WELL TALENT. BEL shall have no authority to bind WELL TALENT in any way or contract in the name of WELL TALENT.

2.7	BEL undertakes regarding the PRODUCTS to procure them exclusively from WELL TALENT as far as WELL TALENT is able to meet the demand.

2.8	BEL shall immediately convey to WELL TALENT any enquiries received from outside the TERRITORY except as otherwise agreed between the Parties in writing. BEL has no right to any compensation regarding sales resulting from such enquiries.

2.9	WELL TALENT shall immediately submit, if applicable, to BEL direct matters received from the TERRITORY, including current enquiries, existing orders prior to the signing of this Agreement and a list of customer details of the TERRITORY. WELL TALENT should inform her current customers within 2 weeks upon the signing of this agreement that BEL has been appointed as the sole distributor for the TERRITORY. BEL will visit the aforesaid customers afterwards.

2.10	BEL has the right to appoint sub-dealers or agents within the TERRITORY but BEL shall in such case obtain WELL TALENT’s prior consent. BEL shall be liable towards WELL TALENT for the acts and omission of the sub-dealers or agents so appointed in the same manner as for her own. Any compensation as many be foreseen by law or otherwise for such sub-dealers or agents during, on or after termination of such an agreement shall be exclusively for the account of BEL.

Article 3

REGISTRATION of the PRODUCTS

3.1

BEL shall be responsible to promptly inform WELL TALENT of those PRODUCTS which for the lawful marketing and sale requires REGISTRATION in the TERRITORY. BEL shall advise WELL TALENT in writing of the regulatory requirements which must be met to obtain the REGISTRATION and of the requisite information and documentation therefore as well as of such information and documentation which would be helpful to obtain the said REGISTRATION as soon as possible.

3.2	Upon the consent from WELL TALENT, BEL shall apply for Registration in the name of WELL TALENT or any designee nominated by WELL TALENT and where this is not possible the application will be filed in the name of ROOTS BIOPACK. BEL shall confirm that Registration in the name of ROOTS BIOPACK or any rights which many accrue to BEL in carrying out activities as per this Agreement will automatically be transferred to WELL TALENT or any designee nominated by WELL TALENT latest on the expiration or termination of this Agreement and BEL shall have no claims, rights or any proprietary interest over and relating to the name of ROOTS BIOPACK whatsoever.

3.3	WELL TALENT will furnish any information and assistance required for the REGISTRATION and any data required for the authorities for REGISTRATION and will supply BEL complete files, for registration as soon as possible; any costs for translations will be borne by BEL. Translations carried out or arranged by BEL shall be BEL’s own responsibility.

3.4	BEL shall use her best endeavors to obtain the Registration and thereafter to maintain the same during the continuance of this Agreement as required by law. In doing so, BEL will act in a competent and professional manner using all due diligence.

3.5	BEL shall supply to the registration authorities all available documentation with a view to obtaining the Registration of the PRODUCTS and for no other purpose whatsoever. It is understood that the composition and the specifications of the PRODUCTS represent valuable proprietary knowledge of WELL TALENT which shall not be disclosed by BEL except if necessary and for the sole purpose of obtaining the Registration.

3.6	Upon the written consent from WELL TALENT, all fees necessary to obtain the Registration of the Product and all direct costs and expenses incurred in connection with obtaining and maintaining the Registration shall be borne by WELL TALENT. BEL shall periodically and in advance inform WELL TALENT of the anticipated costs.

3.7	Upon the written consent from WELL TALENT, the costs or expenses (to be) incurred in connection with any clinical trial or other work required for obtaining the Registration of the PRODUCTS shall be borne by WELL TALENT or reimbursed by WELL TALENT to BEL. No costs will however be borne or reimbursed without WELL TALENT first having approved any such cost and/or expense in writing and then only up to such approved budget.

3.8	BEL shall keep WELL TALENT at all times informed of the status of and the progressing of the prosecution of the Registration and BEL shall send to WELL TALENT copies of all correspondence and documents (including English translations) exchanged with any authorities in the TERRITORY.

3.9	Prior to filing any documentation relating to the PRODUCTS with any authorities BEL shall submit one copy thereof to WELL TALENT for approval in writing. The approval by WELL TALENT of such documentation does however not limit the responsibility of BEL under Art. 3.1 In any way. Upon obtaining any REGISTRATION relating to the PRODUCTS, BEL shall make available a full copy thereof to WELL TALENT.

3.10	All PRODUCTS have approvals for FDA regulations and certification of EN13432 / Din 54900 from Germany, except if agreed between parties in writing per PRODUCT otherwise.

Article 4

Sales of PRODUCTS, Publicity

4.1	BEL shall use her best endeavors to sell PRODUCTS within the TERRITORY. WELL TALENT shall produce available materials to support BEL, including presentation material, samples, catalogs, PRODUCTS specifications, etc.

4.2	BEL shall give WELL TALENT sufficient notice and place orders of volumes in container quantities. BEL may place smaller pallet orders for local delivery with pre-arranged shipping agreement.

4.3	BEL shall submit to WELL TALENT on a regular basis market reports regarding PRODUCTS, competitor information (product types, product prices etc.) and possible new official regulations in the TERRITORY.

4.4	WELL TALENT shall provide to BEL on a regular basis publicity activities reports regarding PRODUCTS, competitor information (product types, product prices, etc.) and known possible new official regulations in the TERRITORY.

4.5	WELL TALENT shall observe and comply with all national and supra-national laws, rules and regulations applicable to the manufacturing and packaging of the PRODUCTS. Should any change of regulations which is likely to affect the manufacture and packaging of the PRODUCTS come to the knowledge of any Party, such Party shall forthwith inform the other Party accordingly in writing.

Articles 5

Stock

5.1	In order to be able to quickly fulfill customer’s needs, BEL shall maintain a stock of PRODUCTS, the extent of which shall be agreed by the Parties hereunder. BEL shall be responsible to have during the continuance of this Agreement suitable infrastructure available.

5.2	WELL TALENT shall supply PRODUCTS to BEL in the TERRITORY on FOB China basis or otherwise be agreed between each other.

5.3	BEL will handle all orders from the TERRITORY to WELL TALENT through the office of Biopack Environmental Limited at Room 1302, 13th Floor, Xxxxxxxxxx Xxxxxx, Xxxx Xxx Xxxx, Xxxxxxx, Xxxx Xxxx as well as shipment instruction for the markets if shipped direct from WELL TALENT. WELL TALENT will issue invoice to BEL for PRODUCTS shipped to the TERRITORY when shipping direct from WELL TALENT to BEL’s customers in the TERRITORY.

Article 6

Prices, Terms of delivery

6.1	WELL TALENT and BEL shall as soon as practicable after the signing of this Agreement agree on the pricing for the Products with reference to the production costs and profit of WELL TALENT and the market conditions of the Territory.

6.2	WELL TALENT will deliver PRODUCTS to BEL based on FOB China prices as requested or otherwise.

6.3	BEL shall be free to fix her own sales prices. However, the prices shall be fixed in such way to reach optimum sales.

6.4	Payments by BEL shall be effected in US Dollars upon receipt of the original Xxxx of Lading of the shipment.

6.5	BEL shall provide WELL TALENT with forwarding instructions with each order. Failure to provide such instructions will authorize WELL TALENT to carry out the dispatch in its own name without, however, assuming any responsibility regarding cost or time of transportation.

6.6	Promptly upon receipt of any shipment of any PRODUCTS at the BEL’s warehouse, which shall in no case be later than 14 days from the date of arrival of the shipment at the unloading port, BEL shall diligently inspect the shipment as to any damages or missing quantities.

6.7	In the event that any shipment of PRODUCTS or any merchandise supplied by WELL TALENT shall have been found to be missing or damaged due to inferior packing and such missing or damaged quantity shall have been reported to WELL TALENT in writing within 14 (fourteen) working days from the date of arrival at the warehouse together with reasonable evidence of such damage or missing quantity, WELL TALENT shall, if it accepts the same, use its best efforts to replace such PRODUCTS affected, always provided that WELL TALENT is responsible for the damage and/or short shipment.

Article 7

Non-Competition, Confidentiality

7.1	BEL shall not add to her sales program any PRODUCTS using from molded fibers from sugarcane dregs or from other biodegradable materials without WELL TALENT’s prior written consent.

7.2	BEL shall keep strictly confidential the specifications and any other confidential information, know-how and/or data relating to the PRODUCTS or relating to this Agreement (collectively hereinafter referred to as the “Information”) received or obtained from or on behalf of WELL TALENT whether received prior or subsequently to the making of this Agreement. BEL shall not without the prior written consent of WELL TALENT make such Information or any part thereof available to any third party(ies), except if and to the extent stated in this Agreement and then only under similar obligations of secrecy or, if required by law or statute, to such competent governmental agencies to which it will be essential to receive such Information for Registration and in view of attaining the objectives of this Agreement. BEL shall use the Information only for the purposes of this Agreement and the cooperation between the Parties hereto. Any further use shall only be permitted based on the agreement of WELL TALENT By the signature of this Agreement and the transfer of Information BEL does acquire any right whatsoever to be granted a license with respect to any patents, trademarks, designs, know-how, copyrights or trade secrets or any other property rights of WELL TALENT, which are not being specified herein or in any common document.

7.3	The Information shall only be made available to such employees of BEL who need to know the same in the performance of their work and who shall be subject to similar obligations of secrecy in writing.

7.4	The secrecy obligations as per this Article shall go on until the Information has become public knowledge without the fault of BEL.

Article 8

Trademarks, Copyright

8.1	BEL shall support and not object against any trademark applications of WELL TALENT.

8.2	BEL recognizes the exclusive rights of WELL TALENT regarding the Trademarks and that the use thereof shall always be on behalf and for the benefit of WELL TALENT. Any trademark rights which may accrue to BEL shall be assigned to WELL TALENT forthwith.

8.3	BEL shall not adopt during the term of this Agreement or thereafter, any work or symbol which is similar to the Trademarks or any part thereof or to the names “WELL TALENT” and “RB”. After expiration of this Agreement, BEL shall stop the use of the Trademarks and the names “WELL TALENT” and “RB” forthwith.

8.4	WELL TALENT shall grant BEL the use of the company name ROOTS BIOPACK EUROPE for the duration of this Agreement.

8.5	WELL TALENT will hold BEL harmless from any alleged infringement of their party rights by using the Trademarks. In case of infringement, WELL TALENT has the right to introduce a new trademark and BEL shall not therefore have any claim for damages against WELL TALENT.

8.6	BEL shall immediately notify WELL TALENT of any infringement claim received from their parties concerning the PRODUCTS and of any infringement of the Trademarks and/or other intellectual property rights of WELL TALENT by third parties within the TERRITORY. BEL will follow WELL TALENT’s instructions and assist WELL TALENT at no charge to defend such cases. Legal costs and disbursements shall be borne by WELL TALENT. This is without prejudice to the liberty of WELL TALENT to follow-up such claims or not.

8.7	WELL TALENT is the sole owner of the copyright regarding pamphlets and other written documentation which shall be handed over to BEL, in particular also the marketing know- how. BEL recognizes the exclusive rights of WELL TALENT and undertakes not to use such information for any other purpose than described in this Agreement.

Article 9

Warranty and Disclaimer, Liability Insurance

9.1	WELL TALENT hereby warrants to BEL that the PRODUCTS delivered under this Agreement shall be of good quality but WELL TALENT’s obligation shall in no event exceed her obligation to replace any defective PRODUCTS or other merchandise and this is expressly in lieu of all other warranties express or implied.

9.2	WELL TALENT shall not be responsible for any damages, claims or losses which BEL or any Third Party(ies) may suffer by reason of any act(s) or omission(s) on the part of BEL or attributable to BEL or on the part of any Third Party having taken over any obligation of BEL or acting as BEL’s agent. BEL shall fully indemnify WELL TALENT for all damages, claims or losses suffered or incurred by WELL TALENT by reason of acts or omissions of BEL.

9.3	BEL shall have no claim against WELL TALENT for the unauthorized use by third parties of the Trademarks or other intellectual property rights of WELL TALENT.

9.4	Any and all sales contracts and other liabilities entered into by BEL relating to the sale and delivery of PRODUCTS are BEL’s own and whole responsibility. Except as otherwise provided in this Agreement, BEL shall save and hold WELL TALENT harmless from any injury, loss, claim or damage to any other person, firm, corporation, partnership or other entity arising out of or in any way related to BEL’s sale and delivery of PRODUCTS except if claims arise from problems caused by WELL TALENT.

9.5	Except as otherwise mentioned in this Agreement WELL TALENT gives no other warranty, express or implied, of merchantability, capacity or fitness for a particular purpose or other express or implied warranty with respect to the PRODUCTS. No oral or written representation by or on behalf of WELL TALENT shall be interpreted to contain any such warranty. Nor shall WELL TALENT be liable for special or indirect, incidental or consequential damages such as loss of business operation or profits arising out of or in any way related to this Agreement or the use or handling of the PRODUCTS. There shall be no variation or exception from any warranty hereunder unless in writing and signed by WELL TALENT’s authorized representative. This is in lieu of all other remedies.

Article 10

Term, Expiration and Termination

10.1	This Agreement comes into force after the signatures by both Parties. This Agreement replaces all previous agreements and contracts between the Parties and shall continue in full force for a period of 24 (Twenty-four) months. Thereafter terminated by either Party giving the other Party at least 6 (six) months notice. In case this Agreement is not terminated by either party it will automatically be extended once for another 24 (Twenty-four) months.

10.2	BEL will continue her sales efforts until the expiration of this Agreement. However, BEL will reduce the stocks as much as reasonable while approaching the date of expiration of this Agreement. In consultation with WELL TALENT, BEL may continue her sales efforts for one month after termination of this Agreement to finalize pending negotiations. Still pending supply obligations resulting either from such negotiations or from pending orders have to be fulfilled within 3 (three) months from the date of terminating this Agreement.

10.3	Both the Parties hereto reserve the right of early termination in case of breach of contract. The Party in default shall be given a three months period to fulfill her obligations hereunder and, if after such period it is still in breach of contract, the other Party shall have the right to cancel this Agreement forthwith, without prejudice to any obligations or liabilities of either Party already accrued prior to such termination.

10.4	Notwithstanding the above WELL TALENT shall have the right to terminate this Agreement forthwith if BEL (a) infringes her obligations as per Article 3.5 or 7 and/or (b) unduly limits her activities or her sales organization and/or (c) merge with a third party or otherwise change control in a manner detrimental to WELL TALENT, e.g. in case of a takeover by or a merger with a competitor of WELL TALENT.

10.5	This Agreement and BEL’s appointment hereunder shall terminate automatically and without further action by either Party if BEL or WELL TALENT shall become insolvent or shall make an assignment for the benefit of creditors or become involved in receivership, bankruptcy or other insolvency or debtor relief proceedings, or any similar proceedings, or in proceedings, voluntary or forced, whereby BEL or WELL TALENT is limited in the free and unrestrained exercise of its own judgment as to the carrying out of the terms of this Agreement.

10.6	BEL shall return to WELL TALENT forthwith at her address first above written or to WELL TALENT’s designee all documents, papers, data and dossiers relating to the PRODUCTS.

10.7	Neither Party shall be entitled to make any claim against the other for compensation, indemnity or penalty or otherwise on account of expiration or ordinary termination of this Agreement. The foregoing shall not, however, prejudice the right of either Party to recover damages from the other for any other reason.

Article 11

Final Provisions

11.1	Entire Agreement

	This Agreement supersedes all prior agreements and understandings made by either Party or between the Parties. It constitutes the entire Agreement of the Parties and no modifications of the Terms of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement of the modification is sought.

11.2	Assignment

	BEL shall not assign this Agreement to any third party without the written prior consent of WELL TALENT.

11.3	Severability

	Should any of the provisions, terms or conditions of this Agreement become or be held invalid or unenforceable in the light of any laws, governmental actions or regulations, then such invalidity or unenforceability shall not affect any of the other provisions, terms or conditions of this Agreement. In such event, the Parties hereto shall discuss to replace such invalid or unenforceable provisions, terms or conditions by valid ones which shall be in sense and essence as close as possible to the invalid or unenforceable one or ones.

11.4	Force Majeure

	Any delays in or failure of performance of either Party hereto shall not constitute default hereunder or give rise to any claim for damages if and to the extent such delay or failure of performance is caused by force majeure. Any obligation to pay money is never excused by force majeure.

11.5	Waiver

	The failure of either Party to insist upon strict adherence to any term of this Agreement or to enforce any term of this Agreement on any one or more occasions shall not constitute a waiver of such term on any other occasion or a right to enforce each and every term of this Agreement. Any waiver must be in writing.

Article 12

Annexes

The following Annexes shall be an integral part of agreement.

Annex 1 : TRADEMARK

Article 13

Applicable Law and jurisdiction

13.1	This Agreement shall, in all respects, be exclusively subject to the laws of Hong Kong.

13.2	The Parties hereto express that any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the Courts at the Courts at the domicile of the defendant.

13.3	Either party may instead of instituting legal proceedings in the courts by referring any dispute between the parties for arbitration.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representative on the day and year first written above.

WELL TALENT

________________________________________ SIGNED BY its director, duly authorized by the board for and on behalf of WELL TALENT

BEL

_________________________________________ SIGNED BY Xxx Xxx Xxxxx, CEO for and on behalf of BEL

Annex 1

WELL TALENT TRADEMARKS

IN WITNESS WHEREOF the Parties hereto have signed this Agreement on the date appearing at the head hereof.

SIGNED by its authorized representative, Xxx Xxx Xxxxx,	) /s/ Xxx Xxx Xxxxx
for and behalf of BIOPACK ENVIRONMENT LIMITED	)
in the presence of :	)

/s/ TSO XXX XXX XXXXX
XXX XXX XXX XXXXX
Solicitor, Hong Kong SAR
of Messrs. Tso Au Xxx & Xxxxx, Solicitors

SIGNED by its authorized representative, Poon Xxxx Xxx,	) /s/ Poon Xxxx Xxx
for and behalf of WELL TALENT TECHNOLOGY	)
LIMITED in the presence of :	)

/s/ TSO XXX XXX XXXXX
XXX XXX XXX XXXXX
Solicitor, Hong Kong SAR
of Messrs. Tso Au Xxx & Xxxxx, Solicitors

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Execution Copy DATED 9TH July, 2010 BIOPACK ENVIRONMENTAL LIMITED as Vendor and WELL TALENT TECHNOLOGY LIMITED as Purchaser SHARE PURCHASE AGREEMENT IN RELATION TO ROOTS BIOPARK LIMITED AND ROOTS BIOPACK (INTELLECTUAL PROPERTY) LIMITED Tso Au Yim &...

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