EXHIBIT 4.10
Dated the 31st day of July 2006.
CHINA NATURAL RESOURCES, INC.
(the "Vendor")
and
XXXX XXXX XXX XXXXX
(THE "PURCHASER")
and
ISENSE LIMITED
(THE "COMPANY")
***************************************************
AGREEMENT FOR
SALE AND PURCHASE OF SHARES
OF ISENSE LIMITED
***************************************************
THIS AGREEMENT is made the 31st day of July 2006
BETWEEN:
(1) CHINA NATURAL RESOURCES, INC., a company incorporated in the British
Virgin Islands whose registered office is at Sea Meadow House,
Blackburne Highway, P.O. Box 116, Road Town, Tortola, British Virgin
Islands (the "Vendor");
(2) XXXX XXXX XXX XXXXX (the "Purchaser"); and
(3) ISENSE LIMITED with its office situated at 16/F., Grandview Commercial
Centre, 29-31 Sugar Street, Causeway Bay, Hong Kong (the "Company").
WHEREAS
(A) The Company is a company incorporated in accordance with the laws of
the Hong Kong Special Administrative Region ("HKSAR") with limited
liabilities and having an authorized capital of HK$10,000.00 divided
into 10,000 shares of HK$1.00 par value each, of which 20 shares have
been issued and fully paid up.
(B) The Vendor is the beneficial owner of 20 shares of the Company, which
comprise of all the fully paid shares in the capital of the Company
(the "Sale Shares").
(C) The Company is an integrated marketing company dedicated to providing
advertising and promotions services.
(D) The Vendor has agreed to sell to the Purchaser and the Purchaser has
agreed to purchase from the Vendor the Sale Shares in the Company upon
and subject to the terms and conditions hereinafter appearing.
NOW IT IS HEREBY AGREED as follows :-
1. The Vendor shall sell to the Purchaser and the Purchaser shall purchase
from the Vendors the Sale Shares free from all Liens (as hereinafter
defined) and with all rights now and hereafter attaching thereto upon
and subject to the terms and conditions hereinafter appearing.
2. The purchase price for the Sale Shares shall be the sum of HONG KONG
DOLLARS TWO MILLIONS ONLY (HK$2,000,000) (the "Share Price") and the
Share Price shall be paid by the Purchaser to the Vendor or its
designee on completion.
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3. Completion of the sale and purchase of the Sale Shares under this
Agreement shall take place at Room 2105, West Tower, Shun Tak Centre,
000 Xxxxxxxxx Xxxx Xxxxxxx, Xxxxxx Xxx, Xxxx Xxxx immediately upon
signing hereof (the "Completion")
4. The Purchaser has made its due diligence investigation into the
business and financial position of the Company. This Agreement is
entered into by the Purchaser on the basis that the Purchaser is
satisfied with the state of business and financial position of the
Company.
5. Time shall be of the essence in all respects of this Agreement.
6. At the completion of the sale and purchase of the Sale Shares under
this Agreement:-
(a) The Vendor shall sign, execute and deliver to the Purchaser
the necessary instruments of transfer and the relevant
contract notes together with the relevant Sale Share
certificates to effect the sale and purchase of the Sale
Shares free from Liens; and
(b) The Vendor shall deliver to the Purchaser Company's Common
Seal, Certificate of Incorporation, Memorandum and Articles of
Association, Shareholders and Directors Register, Minutes Book
and all records, documents and articles which belong to the
Company.
(c) The Purchaser shall tender the Share Price by delivering the
Vendor a cheque issued by a licensed bank of Hong Kong drawn
in favour of the Vendor in satisfaction of the Share Price,
subject to collection.
7. The Purchaser represents and warrants to the Vendor that:
(a) The Purchaser has full power, authority and legal right to
enter into, execute and deliver this Agreement and to perform
fully its obligations hereunder.
(b) The execution and delivery of this Agreement by the Purchaser,
and the consummation of the transaction contemplated hereby,
will not conflict with or result in a breach of any law,
regulation, judgment, order or decree applicable to the
Purchaser.
8. The Vendor represents and warrants to the Purchaser that:
(a) The Vendor is a company duly organized, validly existing and
in good standing under the laws of British Virgin Islands and
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has corporate power to owns its properties an carry on its
business as now being conducted and as proposed to be
conducted.
(b) The Vendor has full power and authority to enter into, execute
and deliver this Agreement and to perform fully the
obligations hereunder. All action to be taken by or on the
part of Vendor to authorize and permit the execution and
delivery of this Agreement, the performance by Vendor of its
obligations hereunder and thereunder, and the consummation by
Vendor of the transaction contemplated herein and therein, has
been duly and properly taken.
9. The Vendor hereby warrants and undertakes with the Purchaser and to the
intent that the provisions of this clause shall continue to have full
force and effect notwithstanding the completion of the sale and
purchase in this Agreement, that the Vendor is the beneficial owner of
the Sale Shares and has good right to sell and transfer the Sale Shares
which are free from any charges, mortgages, liens, encumbrances, debts,
equities or other adverse claims or interest (collectively, Liens") and
together with all rights now and hereafter attaching or becoming
attached thereto including the rights to all dividends and other
divisions hereafter paid declared or made in respect thereto.
10. Each party pays its own solicitors' costs. All the stamp duties
chargeable on the transfer of the Sale Shares hereunder and all fees
for filing and registration of any document with the Companies Registry
incidental hereto shall be borne by the Purchaser alone.
11. It is hereby declared that in these presents if the context permits or
requires words importing the singular number shall include the plural
number and words importing the masculine gender shall include the
feminine or neuter gender and vice versa.
12. This Agreement shall be construed and enforced in accordance with the
Laws of the Special Administrative Region of Hong Kong of the PRC.
13. This Agreement merges and supersedes all prior and contemporaneous
agreements, assurances, representations, and communications between or
among the parties hereto concerning the matters set forth herein. This
Agreement may not be amended except in a writing signed by each of the
parties to this Agreement. This Agreement shall inure to the benefit
of, and be binding on, the parties hereto together with their
respective legal representatives, successors, and assigns.
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AS WITNESS the hands of the parties hereto the day and year first above
written.
SIGNED by )
)
)
for and on behalf of CHINA )
)
NATURAL RESOURCES, INC. )
)
in the presence of :- )
SIGNED by )
)
)
XXXX XXXX XXX XXXXX )
)
in the presence of :- )
SIGNED by )
)
)
for and on behalf of ISENSE )
)
LIMITED in the presence of : )
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