Dated 11th September, 1996
----------------------------------
BTR CHINA HOLDINGS B.V.
and
ACROW LIMITED
-----------------------------------------------------------------
Agreement relating to the sale
and purchase of shares in
CHINA MACHINE (HOLDINGS) LIMITED
-----------------------------------------------------------------
XXXXXXXX XXXXXX
00xx Xxxxx
Xxxxxxxxx Xxxxx
00-00 Xxxxxx Xxxx
Xxxx Xxxx
TABLE OF CONTENTS
--------------------
CLAUSE NO. CONTENT PAGE NO.
------------------- --------
1. INTERPRETATION 1
2. SALE AND PURCHASE OF THE SALE SHARES 2
3. CONDITION AND COMPLETION 2
4. WARRANTIES 3
5. ASSIGNMENT 3
6. FURTHER ASSURANCE 3
7. ENTIRE AGREEMENT 4
8. COSTS AND EXPENSES 4
9. NOTICES 4
10. TIME OF THE ESSENCE 5
11. GOVERNING LAW AND JURISDICTION 5
SCHEDULE 6
THIS AGREEMENT dated 11th September, 1996 is made
BETWEEN:-
(1) BTR CHINA HOLDINGS B.V., a company incorporated in the
Netherlands, the registered office of which is at Weena 750,
Rotterdam (the "Vendor"); and
(2) ACROW LIMITED, a company incorporated in Hong Kong, the
registered office of which is at P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin
Islands (the "Purchaser")
-WHEREAS the Vendor wishes to sell or procure the sale of and the
Purchaser wishes to acquire the Sale Shares on the terms set out below.
IT IS HEREBY AGREED as follows:-
1. INTERPRETATION
--------------
(A) In this Agreement and the recital hereto, unless the
context otherwise requires:-
"China Machine" means China Machine (Holdings) Limited, a
company incorporated in the Hong Kong, particulars of which
are set out in the Schedule hereto;
"Completion" means the performance by the parties of their
respective obligations in accordance with the provisions of Clause 3;
"HK$" means Hong Kong dollars;
"JV Agreement" means an agreement in the form annexed
hereto;
"Regal Agreement" means the agreement of even date between
Regal International Inc., China Strategic Holdings Limited
and the Vendor for the sale and purchase of the entire
issued share capital of Acewin Profits Limited;
"Sale Shares" means 73 shares of HK$1.00 in the share
capital of China Machine; and
"US$" means United States dollars.
(B) References herein to "Clauses" are to the clauses of this Agreement.
(C) In this Agreement words importing the singular include
the plural and vice versa, words importing gender or the
neuter include both genders and the neuter and references to
persons include bodies corporate or unincorporate.
(D) In this Agreement references to "writing", or any
cognate expression, include a reference to any communication
effected by telex, facsimile transmission or similar means.
(E) The headings and table of contents in this Agreement
are for convenience only and shall not affect its interpretation.
2. SALE AND PURCHASE OF THE SALE SHARES
------------------------------------
(A) Subject to the condition set out in Clause 3, the
Vendor shall sell or procure the sale of and the Purchaser
shall purchase the Sale Shares free from all rights of
preemption (other than those contained in China Machine's
Articles of Association or in the JV Agreement), options,
liens, claims, equities, charges, encumbrances and third-
party rights of any nature and together with all rights now
attaching or hereafter becoming attached or accruing thereto.
(B) The consideration for the sale and purchase of the Sale
Shares shall be US$1,265,000 to be satisfied by way of a
bank draft at Completion.
3. CONDITION AND COMPLETION
------------------------
(A) The Vendor undertakes to the Purchaser that it will
comply with its obligations under the Regal Agreement.
Completion of this Agreement shall be subject only to the
condition that the Regal Agreement is completed simultaneously.
(B) Subject to that condition, completion of this Agreement
shall take place at 20th Floor, Xxxxxxxxx Xxxxx, 00-00
Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx on the date and at the time
for completion of the Regal Agreement (which shall be
notified by the Vendor to the Purchaser) when all (but not
part only) of the following business shall be transacted:-
(i) the Vendor shall:-
(a) deliver to the Purchaser:-
(i) instruments of transfer in respect of
the Sale Shares and sold notes duly executed
in favour of the Purchaser or its nominee;
(ii) the share certificate for the Sale Shares;
(iii) such other documents as may be
required to give the Purchaser good title to
the Sale Shares and to enable the Purchaser
or its nominee to become the registered holder of the Sale Shares.
(b) procure that a board meeting of China Machine
be held at which the transfer referred to in sub-
Clause (i)(a)(i) shall be accepted and approved
for registration subject only to execution by the
Purchaser or its nominee and stamping; and
(c) execute and do and deliver to the Purchaser
all such other documents, acts and things as the
Purchaser may reasonably require in order to
implement the transactions contemplated by this Agreement;
(ii) the Purchaser shall present the instrument of
transfer together with the share certificate in respect
of the Sale Shares to China Machine for registration of the transfer;
(iii) the Purchaser shall deliver to the Vendor a
bankers draft in favour of the Vendor or as it may
direct in the amount of US$1,265,000; and
(iv) the parties shall execute the JV Agreement.
4. WARRANTIES
----------
The Vendor hereby represents and warrants to the Purchaser that
at Completion the Sale Shares will be free from all rights of
pre-emption (other than those contained in China Machine's
Articles of Association or in the JV Agreement), options, liens,
claims, equities, charges, encumbrances and third-party rights of any nature.
5. ASSIGNMENT
----------
This Agreement shall be binding on and enure for the benefit of
the successors of each of the parties but shall not be capable of
being assigned by either party without the written consent of the
other party.
6. FURTHER ASSURANCE
-----------------
Each party hereby undertakes to the other that it will do all
such acts and things and execute all such deeds and documents as
may be necessary or desirable to carry into effect or to give
legal effect to the provisions of this Agreement and the
transactions hereby contemplated.
7. ENTIRE AGREEMENT
----------------
This Agreement constitutes the whole agreement between the parties
relating to the transactions hereby contemplated and no
future variation shall be effective unless made in writing and
signed by all of the parties.
8. COSTS AND EXPENSES
------------------
Each party shall bear its own costs in relation to the
preparation, execution and carrying into effect of this Agreement
but all stamp duty on the transfer of Sale Shares shall be for
the account of the Purchaser.
9. NOTICES
-------
(A) Any notice or other document to be given under this
Agreement shall be in writing and shall be left by
hand at or sent by registered or recorded post to the
address of the party to be served as stated below or
to such other address as may have been last notified
by such party to the other party hereto:-
To the Vendor:-
BTR Antivibration Systems Group
Xxxxxxx House
Clarendon Court
Leamington Spa
Warwickshire CV32 SPR
United Kingdom
Attn: Mr. Xxxx Xxxxxxx
To the Purchaser:-
c/o 52nd Floor
Bank of China Tower
0 Xxxxxx Xxxx, Xxxxxxx
Xxxx Xxxx
Attn: Xx. Xxxx Xxxxx
(B) Any such notice or other document shall be deemed to
have been duly given upon receipt if left by hand and in the
case of notice sent by post, it shall be deemed to have been
given on the second day after posting.
10. TIME OF THE ESSENCE
-------------------
Time shall be of the essence of this Agreement.
11. GOVERNING LAW AND JURISDICTION
------------------------------
(A) This Agreement is governed by and shall be construed in
accordance with the laws of Hong Kong.
(B) Each party hereby submits to the non-exclusive
Jurisdiction of the Hong Kong courts and irrevocably
waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the
laying of the venue of any such suit, action or
proceeding in any such court or that any such suit,
action or proceeding which is brought in any such court
has been brought in an inconvenient forum.
(C) The Vendor hereby irrevocably, authorises and
appoints Xxxxxxx Xxxxxx & Master of 00-00/X, Xxxxxx'x
Xxxxxxxx, 00 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (or such
other person or persons, being resident in Hong Kong,
which the Vendor may hereafter by notice to the
Purchaser from time to time substitute) to accept on
its behalf service in Hong Kong of all legal process
arising out of or connected with this Agreement and
service of such process on the person or persons for
the time being authorised under this Clause to accept
it on behalf of the Vendor as the case may be shall be
deemed to be service of that process on the Vendor.
(D) The Purchaser hereby irrevocably authorises and
appoints Xxxx Xxxxx at 52nd Floor, Bank of Xxxxx
Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (or such
other person or persons, being resident in Hong Kong,
as the Purchaser may hereafter by notice to the
Vendor from time to time substitute) to accept on its
behalf service in Hong Kong of all legal process
arising out of or connected with this Agreement and
service of such process on the person or persons for
the time being authorised under this Clause to accept
it on behalf of the Purchaser shall be deemed to be
service of that process on the Purchaser.
(E) If any agent for the service of process referred to in
this clause (or any replacement agent) at any time ceases
for any reason to act as such, a replacement agent to accept
service having an address for service in Hong Kong shall be
appointed by the relevant party and such party shall give
notice in writing to the other party of the name and address
of the replacement agent; failing such appointment and
notification, the Purchaser shall be entitled to appoint
such a replacement agent so to act.
IN WITNESS whereof this Agreement has been entered into the
day and year first before written.
SCHEDULE
--------
Company Name : China Machine (Holdings) Limited
Place of incorporation : Hong Kong
Date of Incorporation : 16th January, 1992
& Certificate Number : 340556
Business Registration No. : 15254284
Registered office : 00xx Xxxxx, Xxxx of Xxxxx Xxxxx, 0 Xxxxxx
Xxxx, Xxxx Xxxx
Principal Activities : Investment Holding
Directors/ : Oei Hong Xxxxx
(Alternate Directors) Xxxx Xxxxxx
Xxxx Xxxxxxx
San'X Xxxx
Secretary : to be nominated by the Vendor
Share Capital : Authorised HK$10,000 (10,000 Ordinary shares
of HK$1 each)
Issued HK$1,000 (1,000 Ordinary shares of
HK$1 each)
Shareholders : Acewin Profits Limited (999)
Treasure Way Services Limited (1)
(in trust for Acewin Profits Limited)
Accounting Year End : 31 December
Auditors : to be nominated by the Vendor
1st Directors' Meeting : 27th February, 1992
SIGNED BY
on behalf of
BTR, CHINA HOLDINGS B.V.
in presence of:-
SIGNED BY
on bebalf of
ACROW LIMITED
in the presence of:-
