Date: 30 December 2009 UNITED JOY INTERNATIONAL LIMITED AND GREAT EAST (OVERSEAS) PACKAGING LIMITED SUBSCRIPTON AGREEMENT
Exhibit
10.3
Date: 30
December 2009
UNITED
JOY INTERNATIONAL LIMITED
合欣國際有限公司
AND
GREAT EAST (OVERSEAS) PACKAGING
LIMITED
_______________________________________________
SUBSCRIPTON
AGREEMENT
________________________________________________
THIS
AGREEMENT is made and entered into the 30th
December 2009, by and between:
UNITED JOY INTERNATIONAL LIMITED
合欣國際有限公司,
a company incorporated in the British Virgin Islands whose registered office is
situated at P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands (hereinafter referred to as the
"Company") (Refer to
Appendix 1 for details), and
GREAT EAST (OVERSEAS) PACKAGING
LIMITED, a company incorporated in the Hong Kong Special Administration
Region whose registered office is situated at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇-▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (hereinafter referred to as the "Subscriber").
Whereas:
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1.
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The
Company is incorporated in the British Virgin Islands on 22th day of July,
2003 in accordance with the International Business Act. As of
the date of this Agreement, the authorized share capital of the Company is
USD50,000.00, divided into 50,000 ordinary shares with a par value of
USD1.00 per share. The total issued share capital is 1 share
totalling USD1.00.
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2.
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The
Company and the Subscriber agree to issue new ordinary shares and/or
arrange to transfer ordinary share(s) of the Company to the Subscriber in
accordance with the terms and conditions of this Agreement, and the
Subscriber agrees to subscribe to new ordinary shares from the Company
and/or buy existing ordinary shares of the Company in accordance with the
terms and conditions of this
Agreement.
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NOW IT IS
HEREBY AGREED as follows:
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1.
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Definition
and interpretations
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1.1
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In
this Agreement, where the context so admits the following words and
expressions shall have the following
meanings:
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“Agreement” means this
Agreement;
“BKI” means Best Key Investment
Limited, a company incorporated in Hong Kong with registered office situated at
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇;
“Completion” means the
completion of the Subscription in accordance with clause 5;
“Completion Date” means the
Business Day immediately following the date when the Conditions have been
fulfilled or such other date as the Company and the Subscriber may agree in
writing;
“Conditions Precedent” means
the conditions precedent to Completion set out in Clause 4;
“Encumbrances” means a
mortgage, charge, pledge, lien, option, restriction, right of first refusal,
right of pre-emption, third-party right or interest, other encumbrance or
security interest of any kind, or another type of preferential arrangement
(including, without limitation, retention arrangement) having similar effect;
“GEPH” means Great East
Packaging Holdings Limited, a company incorporated in the BVI whose registered
office is situated at P.O. ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Islands;
“GEPI” means Great East
Packaging International Limited, a company incorporated in the BVI whose
registered office is situated at P.O. ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇ Islands;
“GGL” means Greatgrand Global
Limited, a company incorporated in the BVI whose registered office is situated
at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
Virgin Islands;
“Long Stop Date” means 30th
December 2009 or such later date as may be agreed in writing between the Company
and the Subscriber;
“Option Agreement” means the
option agreement to be entered into between GEPI and GEPH
“SP Agreement” means the sale
and purchase agreement to be entered into between GEBD as the vendor and Top
Sharp as the purchaser in respect of entire issued share capital of
BKI
“Top Sharp” means Top
Sharp Investments Limited, a company incorporated in the BVI whose
registered office is situate at P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands
“▇▇▇” means Upjoy Holdings
Limited, a company incorporated in the BVI whose registered office is situated
at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
Virgin Islands.
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1.3
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References
herein to Clauses and Schedules are to clauses in and schedules to this
Agreement (unless the context requires otherwise). The
Schedules to this Agreement shall be deemed to form part of this
Agreement.
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2.
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Issued
Share Capital
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In
compliance with the terms and conditions of this Agreement, the Company shall
issue new ordinary shares to the Subscriber and the Subscriber shall pay the
consideration as stated in Clause 3 of this Agreement to subscribe for the new
ordinary share(s) (free from any options, mortgages, lien, equities,
encumbrances, pre-emptive rights or any other third party rights).
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3.
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Consideration
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The
consideration for the subscription is US$9,999.00 (US Dollars 9,999 Only) (the
“Consideration”).
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4.
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Conditions
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4.1
Completion of the Subscription shall be conditional upon the following
conditions having been fulfilled or, at the discretion of the Subscriber,
waived:
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(a)
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the
option agreement between GEPH and GEPI remains legally binding and
enforceable;
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(b)
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the
subscription agreement between GGL and the Subscriber remains legally
binding and enforceable;
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(c)
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the
subscription agreement between ▇▇▇ and Subscriber remains legally binding
and enforceable.; and
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(d)
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the
SP Agreement between GEPI and Top Sharp remains legally binding and
enforceable.
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4.2 In
the event that any of the Conditions is not fulfilled, or waived by the
Subscriber by the Long Stop Date, this Agreement and all rights and obligations
of the parties hereunder shall automatically cease and terminate save for
accrued rights and obligations.
4.3 The
Company undertakes to notify the Subscriber promptly in writing following the
satisfaction of the Conditions.
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5.
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Completion
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Upon
completion of this Agreement, the Company shall deliver or arrange to deliver
the following to the Subscriber or the designated representative of the
Subscriber:
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(A)
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Executed
documents in relation to the issue of the company’s ordinary shares
(including the original copy of this Agreement). The share
certificate shall be delivered to the Subscriber and/or the designated
representative of the Subscriber(s) after the execution of this Agreement
and the completion of all registration and printing procedures;
and
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(B)
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A
copy of the board resolution of the Company in relation to the approval of
the Subscriber and/or the designated representative of the Subscriber to
be a shareholder of the Company.
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The
Subscriber shall pay to the Company the sum in the amount of the Consideration
as stipulated in Clause 3 of this Agreement.
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6.
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Notices
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6.1 All
notices, approvals, consents and any other correspondence in relation this
Agreement:
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(A)
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shall
be in writing; and
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(B)
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shall
be delivered to the recipient’s address, or mailed to the recipient’s
address by prepaid surface mail (by airmail if mailed to regions outside
Hong Kong), or delivered by fax to the recipient’s fax number as
stipulated in this clause, or to any other addresses in Hong Kong or fax
numbers as notified by the
recipient.
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6.2 The
correspondence addresses and fax numbers of all parties are as
follows:
The
Company: UNITED JOY INTERNATIONAL LIMITED 合欣國際有限公司
Correspondence
Address: P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands
Fax
Number: (▇▇▇) ▇▇▇▇-▇▇▇▇
The
Subscriber: GREAT EAST (OVERSEAS) PACKAGING LIMITED
Correspondence
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇
Fax
Number:
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7.
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Proceedings
and Warranty
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7.1 The
Company and its directors warrants that they are not undergoing or intending to
undergo any lawsuit, arbitration, indictment or any other legal proceedings, and
there are no undergoing and/or unsettled claims or lawsuits against the Company
or its assets or its directors.
7.2 The
Company and its directors warrants that they have not act as any form of
guarantors.
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8.
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Power
of the Company
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8.1 The
Company has full authority to enter into this Agreement and to exercise the
rights attached hereto. This Agreement, upon execution, shall be
deemed a legal, valid and binding Agreement for the Company and the Subscriber,
and the Company is eligible to execute the terms and conditions of this
Agreement.
8.2 The
signing, delivery and execution of this Agreement by the Company shall not, in
any circumstances, violate: (i) any laws and regulations of the British Virgin
Islands on the date and completion of this Agreement; (ii) the required laws and
documents for incorporation of the Company on the date and completion of this
Agreement.
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9.
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Jurisdiction
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9.1 The
parties agree that this Agreement shall be construed in accordance with the laws
of Hong Kong the Special Administrative Region of the People’s Republic Of China
and her courts shall be the courts of competent jurisdiction.
9.2 The
parties agree that they shall submit themselves to the jurisdiction and courts
under the laws of the Hong Kong Special Administrative Region of the People’s
Republic of China for any claims, disputes or discrepancies that may
arise.
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10.
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Miscellaneous
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10.1
Neither party hereto shall assign or offer as security to any third party the
status of this Agreement or any of its rights or obligations hereunder without
the written consent of the other parties hereto.
10.2 Time
is an essential element in this Agreement.
10.3 This
Agreement contains the full and complete understanding between the parties and
supersedes all prior arrangements and understandings whether written or oral
appertaining to the subject matter of this Agreement and may not be varied
except by instrument in writing signed by all of the parties to this
Agreement. All parties acknowledge that no representations or
promises not expressly contained in this Agreement have been made by the other
parties or any of its servants, agents, employees or representatives in any
respect whatsoever.
10.4 The
parties shall not be liable to one another for any act, omission or performance
hereunder is delayed or becomes impossible or impracticable because of any act
of God, fire, earthquake, strike, civil commotion, war, coup d’etat, epidemic,
terrorists attacks, acts of government or any order regulation ruling or action
of any labour union or association or artists affecting the other party or the
entertainment industry or as a result of any other matter or cause beyond the
party’s control, and shall not be liable for any expenses or consequential loss
whatever suffered by either party.
Subject
to this clause, each party indemnifies the other party against all losses,
damages, claims, costs and expenses (including legal costs) incurred by other
party by reason of any breach or claim of breach by the party of any of its
respective warranties or obligations under this Agreement.
10.5
Under such circumstances if any clauses contained herein shall be deemed invalid
due to legal regulations, such clause(s) shall be
deleted. Notwithstanding the aforesaid, the other clauses in the
Agreement shall remain in force and binding against all parties. The
parties shall amend the clause of this Agreement if necessary, upon mutual
consent, in good faith for carrying out the terms and conditions of this
Agreement.
IN
WITNESS
WHEREOF, the
parties have executed this Agreement as of the day and year first above
written.
SIGNED
BY )
for and
on behalf of UNITED
JOY )
INTERNATIONAL
LIMITED )
in the
presence
of:
)
SIGNED
BY )
For and
on behalf
of )
GREAT
EAST
(OVERSEAS) )
PACKAGING
LIMITED )
)
)
in the
presence of
: )
)
Information of the
Company
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Name
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:
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UNITED
JOY INTERNATIONAL LIMITED 合欣國際有限公司
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Incorporation
Date
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:
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22nd
day of July, 2003
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COMPANY
NO.
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:
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553556
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Registered
Office
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:
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P.O.
Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
Virgin Islands.
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Authorized
Capital
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:
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USD50,000.00
of USD1.00 per share
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No.
of shares issued
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:
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50,000
shares
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Total
paid up value of shares
issued
(excluding premium)
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:
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US$1
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DIRECTOR
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:
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▇▇▇▇▇
▇▇▇▇▇▇▇
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SECRETARY
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:
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▇▇▇▇▇
▇▇▇▇▇▇▇
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SHAREHOLDER
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:
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Great
East Packaging Holdings Limited
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