EXHIBIT 10.9
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THIS CONTRACT FOR SALE AND PURCHASE OF
CERTAIN INTEREST IN THE REGISTRED CAPITAL OF
ENJOY MEDIA HOLDINGS LIMITED
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PAVLOVA LIMITED
ASIA TIMES LIMITED
LU ▇▇▇▇▇▇▇▇
▇▇▇▇ ZHONGWEN
AND
▇▇▇▇▇▇ Group Ltd.
MARCH 25, 2005
THIS CONTRACT is dated the March 25, 2005.
BETWEEN:
1) Pavlova Limited, Registry No.: 577781, Address: Room 203, 139-141, ▇▇▇ ▇▇▇
Street, ▇▇▇▇ ▇▇▇▇, Kowloon, Hong Kong
2) Asia Times Limited, Registry No.:574814, Address: Room 203, 139-141, ▇▇▇
▇▇▇ Street, ▇▇▇▇ ▇▇▇▇, Kowloon, Hong Kong
3) Lu Yongchao, Passport No.: ▇▇▇▇▇▇▇▇▇, Address: ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
4) Chen Zhongwen, Passport No.: ▇▇▇▇▇▇▇▇▇, Address: ▇▇▇▇ ▇▇▇, ▇▇.▇, ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (Pavlova Limited, Asia
Times Limited, Lu Yongchao and Chen Zhongwen ) are hereinafter collectively
referred to as the "Vendors" and each individually referred to as the
"Vendor"); and
5) ▇▇▇▇▇▇ Group Ltd., a company incorporated in HONG KONG with its registered
office situate at 306, Hang Bang Center, 28 Shanghai St., Kowloon, Hongkong
(the "Purchaser").
WHEREAS:
(A) Enjoy Media Holdings Limited (the "Company") is a company with limited
liability incorporated in the British Virgin Islands and has as at the date
hereof a net asset of RMB2,000,000 and its office address is Room 203, Siu
Fat Industrial Building, 139-141 ▇▇▇ ▇▇▇ Street, ▇▇▇▇ ▇▇▇▇, Kowloon, Hong
Kong.
(B) As at the date of this Contract, the Purchaser is a wholly owned subsidiary
of Financial Telecom Limited (USA) Inc. (the "▇▇▇▇▇▇ Company"), the shares
of which are currently listed on the Over-the-Counter Bulletin Board
("OTCBB") of the United States (OTCBB Symbol: FLTL.OB).
(C) The Vendors have agreed to sell and the Purchaser has agreed to purchase
certain interests in the registered capital of the Company, the aggregate
of which represents 19.5% of the entire interest in the registered capital
of the Company (the "Sale Interests") in accordance with the terms and
conditions of this Contract.
(D) The Purchaser procures that ▇▇▇▇▇▇ Company shall allot and issue the new
restricted shares which are calculated by RMB 682,500 equal to US$
82,727(1US$=RMB8.25) / 50% of the average share price of 30 business days
before Completion and are restricted according to Rule 144 promulgated
under the U.S Securities Act and which symbol is FLTL.OB in the
Over-the-Counter Bulletin Board ("OTCBB") of the United States.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and agreements
contained herein, the terms and conditions hereby are agreed upon by the Parties
in this Contract:
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1. INTERPRETATION
1.1 In this Contract (including the Recitals), unless the context
otherwise requires, the following words and expressions shall have the
following meanings ascribed to each of them below:
"CONTRACT" this Contract for the sale and purchase of the Sale
Interest, as amended or supplemented from time to
time;
"BUSINESS DAY" From Monday to Friday except British Virgin Island's
public holidays;
"SALE INTERESTS" 19.5% of the entire interest in the registered
capital of the Company to be sold by the Vendors to
the Purchaser, in which 10.101% of the entire
interest in the registered capital of the Company is
sold by Pavlova Limited to the Purchaser and 1.175%
of the entire interest in the registered capital of
the Company is sold by Asia Times Limited to the
Purchaser and 7.049% of the entire interest in the
registered capital of the Company is sold by Lu
Yongchao to the Purchaser and 1.175% of the entire
interest in the registered capital of the Company is
sold by Chen Zhongwen to the Purchaser;
"▇▇▇▇▇▇ COMPANY" Financial Telecom Limited (USA) Inc., a company
incorporated under the laws of the state of ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇, the shares of which are currently
listed on the Over-the-Counter Bulletin Board
("OTCBB") of the United States (OTCBB Symbol:
FITG.OB).
"CONSIDERATION SHARES" New restricted shares of the ▇▇▇▇▇▇ Company to be
allotted and issued in the name of the Vendors or
their nominees for the consideration of Sale
Interests according to Clause 4.1, which are
restricted according to Rule 144 promulgated under
the U.S Securities Act and are calculated by the
Consideration regulated in Clause 4.1 /50% of the
average share price of 30 business days before
Completion;
"RESTRICTED TRADING a period of twelve (12) & twenty-four (24) &
PERIOD" thirty-six (36) months from the date on which the
Consideration Shares being allotted and issued to
the Vendors or their nominees; twelve months for 1/3
of the Consideration Shares, twenty-four months for
another 1/3 of the Consideration Shares, thirty-six
months for another 1/3 shares of the Consideration
Shares;
"COMPLETION" completion of the sale and purchase of the Sale
Interests in accordance with the terms and
conditions of this Contract;
"COMPLETION DATE" the date falling on the 5th Business Day after the
conditions set out in Clause 3.1, 3.2 and 3.4 have
been fulfilled or waived by the Purchaser;
"LONG STOP DATE" Within six months after the date of this Contract;
"THE DATE OF THE February 28, 2005.
BALANCE SHEET"
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2. SALE AND PURCHASE OF THE SALE INTERESTS
2.1 Subject to the terms and conditions of this Contract, each of the
Vendors, agrees to sell and the Purchaser agrees to purchase the Sale
Interests which is beneficially held by each of the Vendors, in which
10.101% of the entire interest in the registered capital of the
Company is sold by Pavlova Limited to the Purchaser and 1.175% of the
entire interest in the registered capital of the Company is sold by
Asia Times Limited to the Purchaser and 7.049% of the entire interest
in the registered capital of the Company is sold by Lu Yongchao to the
Purchaser and 1.175% of the entire interest in the registered capital
of the Company is sold by Chen Zhongwen to the Purchaser. The
consideration for Sale Interests is the Consideration Shares. From the
date of this Contract, the Purchaser is the beneficial owner of the
Sale Interests with all rights now or hereafter attaching thereto.
2.2 Subject to Clause 2.1 of this Contract, on the Date of the Balance
Sheet, the Company`s net assets which are audited by independent third
party CPA are RMB2,000,000.
2.3 After the date of this Contract, The Vendors will not assume any debts
and any other duties regards to the Sale Interests, which exist after
the date of this Contract and will not have any creditor's rights and
any other rights regards to the Sale Interests, which exists after the
date of this Contract. After the date of this Contract, The Purchaser
will assume any debts and any other duties regards to the Sales
Interests, which exist after the date of this Contract and will have
any creditor's rights and any other rights regards to the Sale
Interests, which exists after the date of this Contract.
3. COMPLETION
3.1 On Completion, The Vendors shall meet the following requirements:
(a) The Vendors shall get all necessary consents permits and approval
(whether governmental, regulatory or otherwise) as may be required in
respect of the sale and purchase of the Sale Interests from the
relevant British Virgin Islands' governmental authorities, including
but not limited to the ratification from the PRC foreign trade
economic bureau or the provincial foreign trade economic department
and the Vendors shall inform the Purchaser all the relevant letters,
the ratification documents and other relevant documents;
(b) In relation to Clause 3.2 (a), the Vendors shall give and shall
procure that the Purchaser and/or any persons authorized by it in
writing will be given such access to the premises and all books,
documents, title deeds, records, returns, approvals, correspondence
and accounts of the Company and its subsidiaries and all such
information relating to the Company as may be reasonably requested by
or on behalf of the Purchaser to undertake and conduct a full due
diligence (including but without limitation, in all legal, financial
and commercial aspects) against the Company and be permitted to take
copies of any such books, documents, title deeds, records and accounts
and that the directors and employees of the Company 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.
(c) Each of the Vendors shall jointly and/or severally ( as the case may
be ) deliver or procure the delivery to the Purchaser of all the
following:
(i) all constitutional documents, contracts, minute books and records
(which shall be written up to date as at Completion);
(ii) copies of the business license, the name of the shareholders, the
copies of the shareholders' identity card, the structure of the
shareholding and financial statements of the Company;
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(iii) other documentsi(cent)letters and material which the Purchaser
may require;
(d) The Vendors shall hold a shareholder meeting approving the following
items according to the Purchaser's requirements:
(i) the sale and purchase of the Sale Interests;
(ii) amending the constitution of the Company according to the
Purchaser;
(e) The Vendors shall complete the change procedures regards to the Sale
Interests in relevant Commercial and Industrial bureau and inform the
Purchaser all the relevant letters, ratification documents and other
relevant documents regards to the above the change procedures..
3.2 On Completion, The Vendors shall meet the following requirements:
a) The Purchaser having completed its due diligence (including without
limitation, legal, financial and commercial aspects) in respect of the
Company and its subsidiaries referred to in Clause 3.1 and the results
of which are, in the absolute opinion of the Purchaser, satisfactory
and acceptable to the Purchaser in all respects;
b) If so required, passing of necessary resolutions by shareholders of
the Purchaser at a shareholder meeting approving (i) the purchase of
the Sale Interests from the Vendors and (ii) this Contract.
c) The Purchaser shall procure that the directors of the board of ▇▇▇▇▇▇
Company make the resolutions and approve: the allotment and issue of
the Consideration Shares to the Vendors credited as fully paid;
d) the Purchaser having obtained a legal opinion issued by a qualified
lawyer (acceptable by the Purchaser) in respect of:
(i) the legality and validity of this Contract and the transactions
contemplated herein;
(ii) the completion of all necessary procedures and obtaining of all
necessary approvals regarding the sale and purchase of the Sale
Interests;
(iii) no change in the permitted scope business of the Company after
the transfer of the Sale Interests; (iv) all other matters
reasonably requested by the Purchaser.
3.3 When any of the conditions set out in the Clause 3.1 has been
satisfied by the Vendors, unless that the Purchaser may by notice in
writing inform the Vendors to waive any of the conditions set out in
Clause 3.1, the Purchaser shall procure ▇▇▇▇▇▇ Company to allot, issue
and credit the Consideration Shares to the Vendors as fully paid.
3.4 From the date of this Contract to the Completion Date, the Purchaser
has the rights at any time in writing to inform the Vendors to waive
any of the conditions set out in Clauses 3.1; the Vendors also have
the rights at any time in writing to inform the Purchaser to waive any
of the conditions set out in Clause 3.2 from the date of this Contract
to the Completion Date.
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3.5 The Completion Date is not later than the Long Stop Date, otherwise,
any of Parties can terminate this Contract.
3.6 Clauses 5 to Clause 13 shall survive the Completion.
4. CONSIDERATION
4.1 The Consideration for the sale and purchase of the Sale Interests
shall be the sum of RMB682,500 equal to US$ 82,727(1USD=RMB8.25) which
shall be satisfied by the Purchaser in the following manner:
i. RMB682,500, being payment and consideration for 19.5% of the
entire equity interest in the registered capital of the Company ,
shall be satisfied by the Purchaser procuring the ▇▇▇▇▇▇ Company
to allot, issue and credit the Consideration Shares to the
Vendors in the Relevant Proportions as fully paid; The Purchaser
shall not be obliged to complete the purchase of any of the Sale
Interests unless the purchase of all the Sale Interests is
completed simultaneously.
4.2 The Vendors shall notify the Purchaser in writing at least ten (10)
Business Days before the Completion Date of the name(s) and other
particulars of the registered holder(s) of the Consideration Shares
and the board lot denomination of the share certificate(s) in respect
of the Consideration Shares to be issued to them or their nominee(s)
and all necessary information and details as is reasonably required to
enable the share registrars of the ▇▇▇▇▇▇ Company to issue the
definitive share certificates for such Consideration Shares upon
Completion.
4.3 The Vendors understand that the Consideration Shares will not be
registered under the U.S. Securities Act. The Vendors also understand
that the Consideration Shares are being allotted and issued pursuant
to an exemption from registration contained in the U.S. Securities Act
based in part upon the Vendors' representations contained in this
Contract. The Vendors hereby represent and warrant as follow:
(a) Vendors bear economic risk: the Vendors have substantial
experience in evaluating and investing in private placement
transactions of securities in companies similar to the Purchaser
so that it is capable of evaluating the merits and risks of its
investments in the Purchaser and have the capacity to protect its
own interests. The Vendors are able to bear the economic risk of
this investment;
(b) Acquisition for own account: the Vendors are acquiring the
Consideration Shares for their respective own account for
investment only, and not with a view towards their distribution;
(c) Vendors can protect their interest: the Vendors represent that by
reason of their management, business or financial experience, the
Vendors have the capacity to protect their own interests in
connection with the transactions contemplated in this Contract.
Further, the Vendors are aware of no publication of any
advertisement in connection with the transactions contemplated in
this Contract;
(d) Company information: the Vendors have had an opportunity to
discuss the Purchaser's business, management and financial
affairs with directors, officers and management of the Purchaser
and have had the opportunity to review the Purchaser's operations
and facilities. The Vendors have also had the opportunity to ask
questions of and receive answers from the Purchaser and its
management regarding the terms and conditions of this investment;
Purchaser will provide balance sheet and income statement to
Vendors.
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(e) Rule 144: The Vendors have been advised or are aware of the
provisions of Rule 144 promulgated under the U.S. Securities Act,
which permits limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions;
(f) Legends: The Vendors understand and agree that the Purchaser will
cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s)
evidencing ownership of the Consideration Shares, together with
any other legends that may be required by state or federal
securities laws, or by the Articles of Association and Bye laws
of the Company, or by any other agreement between the Vendors and
the Purchaser or between the Vendors and any third party:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT
TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT. THE
ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.
4.4 The Purchaser agrees that upon expiry of the Restricted Trading
Period, upon presentation of the Consideration Shares to Purchaser,
under the terms and conditions of this Contract, Purchaser will
commerce within 7 business days all necessary formalities and
registration procedures as may be required under the U.S. Securities
Act and the applicable State securities law to enable the
Consideration Shares becoming freely transferable and resalable.
5. THE SHAREHOLDERS MEETING, BOARD AND MANAGEMENT OF THE COMPANY
5.1 The shareholders meeting which is formed by all shareholders shall be
the highest power organization of the Company. The way and the
procedures of discussing business in the shareholders meeting and the
scope of power of the shareholders meeting shall be ruled by British
Virgin Islands' relevant laws and the Company's constitution amended
under Clause 3.1 of this Contract.
5.2 The Company shall set up the Board, the members of the Board are not
more than 5 people and the Purchaser has the rights to designate 1
director in the Board. The business and operations of the Group shall
be managed by the Board.
5.3 The Chairman of the Board and the legal representative of the Company
shall be nominated and appointed by the Board.
5.4 The financial controller and/or the chief financial officer of the
Company shall be nominated and appointed by the Board.
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5.5 The scope of the power, the rules and the way of discussing the
business in the Board and the matters which are not concerned in
Clause 5 are ruled by British Virgin Islands' relevant laws and the
Company's constitution amended under Clause 3.1 of this Contract.
5.6 The General Manager takes charge of the Company under the leading of
the Board. The scope of the power, the rules and the way of discussing
the business of the General Manager are ruled by British Virgin
Islands' relevant laws and the Company's constitution amended under
Clause 3.1 of this Contract.
6. DISPOSAL OF CONSIDERATION SHARES
Each of the Vendors agrees and acknowledges that the Consideration Shares
are subject to the United States Securities and Exchange Commission ("SEC")
Rule 144 and in particular, hereby jointly and severally undertakes to and
covenants with the Purchaser and the ▇▇▇▇▇▇ Company that it will not,
during the Restricted Trading Period, dispose of (including without
limitation by the creation of any option, charge or other Encumbrance or
rights over or in respect of) any of the Consideration Shares or any
interests therein owned by it/him/her or in which it/he/she is, directly or
indirectly, interested immediately after Completion.
7. WARRANTIES
7.1 THE WARRANTIES FROM THE VENDORS
1. The Company is a company with limited liability duly established
and validly existing under the laws of British Virgin Islands and
has the corporate powers and authorizes to carry on the business
presently carried on by it and to own and hold the assets used
therewith. Each member of the Company are duly established and
validly existing under the laws of the place of its incorporation
and has the corporate powers and authorizes to carry on the
business presently carried on by it and to own and hold the
assets used therewith.
2. The facts and information set out in the recitals and Clause
3.1(C), the Schedules and all documents attached are true and all
information which has been provided in writing to the Purchaser
or its representatives or advisers by the Vendors or by any
Director, officer or other official of the Company by its
professional advisers or other agents was when given and is now
true and accurate in all material respects. There is no fact or
matter which has not been disclosed which renders any such
information untrue, inaccurate or misleading or the disclosure of
which might reasonably affect the willingness of a willing
purchaser to purchase the Sale Interests in accordance with the
provisions of this Agreement.
3. The information disclosed to the Purchaser or its representatives
or professional advisers, by the Vendors and the directors,
officers or other officials of the Company regarding its current
status or prospects comprises all information which is material
for the reasonable assessment of the financial and trading
prospects of the Company or its subsidiaries as a whole.
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4. The copy of the memorandum and articles of association of the
Company which have been provided to the Purchaser are true and
complete in all respects and have embodied in them or annexed to
them a copy of every such resolution and agreement required by
law to be annexed thereto and the Company has at all times
carried on its business and affairs in all respects in accordance
with its respective memorandum and articles of association and
all such resolutions and agreements.
5. The Sale Interests at the date of this Agreement are fully paid
up and are legally owned by the Vendors. There is not any
guarantees , mortgages or pledges and other forms of third
party's benefit on, over or affecting the Sale Interests.
6. The accounting systems of the Company and its subsidiaries comply
with `the Accounting Law of British Virgin Islands' and other
relevant accounting regulations and laws. All the books of the
account of the Company and its subsidiaries are true and accurate
in all material respects and there is no loss at the Date of the
Balance Sheet of the Company;
7. At the Date of the Balance Sheet and the future, the Vendors
shall disclose a true and fair view of the assets and liabilities
of the Company and its subsidiaries and its profits for the
financial year ended on such date and the future;
8. Every financial year the Vendors and the Purchaser shall hire the
qualified and licensed CPA to audit the Company.
9. On Completion Date, the audited net assets of the Company( the "
Audited net assets) is not less than the net assets on the Date
of the Balance Sheet(the "Promised net assets").
10. The Company and its subsidiaries have paid all the taxes before
the Completion or will pay all the taxes according to the tax
laws and regulations and disclose all tax evasion or legally tax
evasions or other tax problems which can seriously affect the
Purchaser's intent to purchase the Sale Interests. The Company
and its subsidiaries haven't or will not pay any fine, penality
and interests according to the tax laws , regulations and rules.
The Company and its subsidiaries have not in the last 3 years
been the subject of a discovery, audit or investigation by any
Taxation authority and there are no facts which are likely to
cause a discovery, audit or investigation to be made.
11. The Vendors covenant and undertake that prior to Completion and
without the prior written consent of the Purchaser, the Vendors
shall procure that the Company and its subsidiaries shall not:
a. incur any expenditure on capital account or enter into any
option in respect of any part of its assets;
b. dispose of or agree to dispose of or grant any option in
respect of any part of its assets;
c. borrow any money or make any payments out of or drawings on
its bank account(s) other than routine payments;
d. enter into any unusual or abnormal contract or commitment;
e. make any loan;
f. enter into any leasing, hire, purchase or other agreement or
arrangements for payment on deferred terms;
g. declare, make or pay any dividend or other distribution or
do or suffer anything which may render its financial
position less favourable than as at the date of this
Agreement;
▇. ▇▇▇▇▇ or issue or agree to grant or issue any mortgages,
charges, debentures or other securities or give or agree to
give any guarantees or indemnities;
i. make any change in the terms and conditions of employment or
pension benefits of any of its directors or employees or
employ or terminate (other than for good cause) the
employment of any person;
j. create, issue or grant any option in respect of any class of
share or loan capital or agree so to do;
k. in any other way depart from the ordinary course of its
respective day-to-day business either as regards the nature
scope or manner of conducting the same;
l. voluntarily contravene or fail to comply with any material
obligation, statutory or otherwise; and
m. do anything whereby its financial position will be rendered
less favourable than at the date hereof.
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7.2 THE WARRANTIES FROM THE PURCHASER
1. The Company is a company duly established and validly existing
under the laws of the Hongkong and has the corporate powers and
authorises to carry on the business presently carried on by it
and to own and hold the assets used therewith. The ▇▇▇▇▇▇ Company
is a listed company duly established and validly existing under
the laws of USA.
2. The Purchaser procure that ▇▇▇▇▇▇ Company will issue the
Consideration Shares according to the terms and conditions of
this Contract.
8. THE LIABILITIES OF THE BREACH OF THE CONTRACT
8.1. The Vendors and Purchaser shall fulfilled the Contract properly and in
time, Should all or part of this Contract be unable to be fulfilled
owing to the fault of one party, the breaching party shall bear the
responsibilities thus caused.
8.2. Should the Vendors break the warranties regulated in Clause 7.1 and
cause the Purchaser's economic loss and expenses (including the legal
fees), the Vendors shall bear the responsibilities thus caused.
8.3. Should the Vendors break the warranties regulated in Clause 7.1, the
Vendors shall pay back to the Purchaser with the difference of Audited
net assets and Promised net assets.
9. PRICE ADJUSTMENT
9.1 If the 12 months, 24 months and 36 months of Restricted Trading Period
are over, the value of the freely transferable Consideration Shares
which the Vendors or their designated persons are owner, that is the
freely transferable Consideration Shares x the average price of 30
trading days before the end of Restricted Trading Period, is less than
the twice of the value of the freely transferable Consideration Shares
on Completion Date, the Vendors inform the Purchaser in written
note(the Vendors' note) and ask the Purchaser execute the following
price adjustments. The Purchaser shall choose one of the following
ways to execute the price adjustments within 30 business days after
the Vendors' note.
A) to pay back cash according to the following formula: the Cash
paid back = the twice of the value of freely transferable
Consideration Shares on Completion Date -(the freely transferable
Consideration Shares x the average price of 30 trading days
before the Restricted Trading Period(including the ending day of
the Restricted Trading Period));
B) procure the ▇▇▇▇▇▇ Company issue and allot new restricted shares
of the ▇▇▇▇▇▇ Company in the name of the Vendors or their
nominees, which are restricted according to Rule 144 promulgated
under the U.S Securities Act and are calculated by the Cash paid
back / the average share price of 30 business days before the
Restricted Trading Period(including the ending day of the
Restricted Trading Period).
9.2 If the value of the freely transferable Consideration Shares on the
ending days of the Restricted Trading Period and the days that the
Vendors sell is more than twice of the value of the freely
transferable Consideration Shares on Completion, the Purchaser shall
have the rights to share 50% of difference.
9.3 If the Company is listed in any security exchange board after within
12 months after the Completion, the Clause 9 of the Contract shall be
not valid.
10. TERMINATION AND AMENDMENTS
10.1 The Vendors and the Purchaser can agree in writing to terminate this
Contract after negotiations.
10.2 The Vendors and the Purchaser can terminate this Contract according to
the following conditions:
1. Should this Contract be unable to be fulfilled materially due to
the Force Majeure, the Vendors and the Purchaser have the rights
to terminate this Contract without any liabilities.
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2. Should one party be unable to fulfil this Contract improperly and
cause to break this Contract fundamentally, the party who abides
by this Contract has the rights to terminate this Contract, the
breaching party shall bear the responsibilities thus caused.
3. other conditions regulated by the relevant laws.
11. CONFIDENTIALITY AND ANNOUNCEMENTS
11.1. Each of the parties undertakes to the others that it will not, at any
time after the date of this Agreement, divulge or communicate to any
person other than to its professional advisers, or when required by
law or any rule of any relevant stock exchange body or regulatory
authorities, or to its respective officers or employees whose province
is to know the same any confidential information concerning the
business, accounts, finance or contractual arrangements or other
dealings, transactions or affairs of any of the others which may be
within or may come to its knowledge and it shall use its best
endeavours to prevent the publication or disclosure of any such
confidential information concerning such matters.
11.2. No public announcement or communication of any kind shall be made in
respect of the subject matter of this Agreement unless specifically
agreed between the parties or unless an announcement is required
pursuant to the applicable laws and the regulations or the
requirements of any relevant stock exchange or any other regulatory
body or authority. Any announcement by any party required to be made
pursuant to any relevant laws or regulation or the requirements of the
relevant stock exchange or any other regulatory body or authority
shall be issued only after such prior consultation with the other
party as is reasonably practicable in the circumstances.
12. GOVERNING LAW AND JURISDICTION
12.1. This Agreement shall be governed by and construed in accordance with
the laws of Hong Kong.
12.2. Any dispute, controversy or claim arising out of or relating to this
Agreement, or the breach termination or invalidity thereof, shall be
settled firstly by friendly negotiations ; In case no settlement can
be reached through consultations, the disputes shall be submitted to
the jurisdictional Court in HongKong.
13. MISCELLANEOUS
13.1. This Contract constitutes the entire agreement between the parties
hereto with respect to the matters dealt with herein and supersedes
all previous agreements, arrangements, statements, understandings or
transactions between the parties hereto in relation to the matters
hereof and the parties acknowledge that no claim shall arise in
respect of any agreement so superseded.
13.2. Any variation to this Agreement shall be binding only if recorded in
a document signed by all the parties hereto.
13.3. The obligations, liabilities (including without limitation, breach of
Warranties) and undertakings of the Vendors shall be joint and
several.
13.4. This Agreement shall be binding upon and ensure for the benefit of
the successors of the parties but shall not be assignable.
13.5. All provisions of this Agreement, in so far as the same shall not
have been performed at Completion, shall remain in full force and
effect notwithstanding Completion.
13.6. If any provision of this Agreement shall be held to be illegal or
unenforceable, the enforceability of the remainder of this Agreement
shall not be affected.
13.7. The Purchaser shall not be responsible for any government fees and
tax and other additional expenses(including lawyer fees) caused by the
Vendors according to this Contract.
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IN WITNESS WHEREOF THIS CONTRACT HAS BEEN DULY EXECUTED BY ALL PARTIES HERETO
THE DAY AND YEAR FIRST ABOVE WRITTEN.
THE VENDORS
PAVLOVA LIMITED
ASIA TIMES LIMITED
LU ▇▇▇▇▇▇▇▇
▇▇▇▇ ZHONGWEN
THE PURCHASER
▇▇▇▇▇▇ GROUP LTD.(STAMP)
AUTHORIZATION
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