THIS AGREEMENT MADE as of the 18th day of January, 1999
BETWEEN:
POWERSOFT TECHNOLOGIES, INC.
0000-000 Xxxx Xxxxxxx Xxxxxx
X.X. Xxx 00000
Xxxxxxxxx, X.X.
Xxxxxx X0X 0X0
(hereinafter called the "Vendor")
AND
SAR TRADING LIMITED.
10th Floor, Lippo Protective Tower
000-000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxx Xxxx
(hereinafter called the "Purchaser")
WHEREAS:
A. The Vendor is beneficial owner of:
a total 100% of common shares (hereafter called the "VHKP Shares") in the
capital stock of Vancouver Hong Kong Properties Limited;
a total 100% common shares (hereafter called the "HFCA Shares") in the
capital stock of Heng Fai China & Asia Industries Limited;
a total 100% common shares (hereafter called the "HFCI Shares") in the
capital stock of Heng Fai China Industries Limited;
a total 100% common shares (hereafter called the "HFCIA Shares") in the
capital stock of Heng Fai China Industries Acquisition Limited;
a total 100% common shares (hereafter called the "HFM Shares") in the
capital stock of Heng Fai Management Inc.;
a total 100% common shares (hereafter called the "WCC Shares") in the
capital stock of Worldwide Container Company Limited;
a total 100% common shares (hereafter called the "GHK Shares") in the
capital stock of Greatly Hong Kong Limited;
B. The Vendor is desirous of selling and the Purchaser Is desirous of
purchasing the 100% of VHKP, HFCA, HFCI, HFCIA, HFM, WCC & GHK Shares on
the terms and conditions hereinafter set out.
NOW THEREFORE THIS AGREEMENT WITNESSTH that in consideration of the premises and
the mutual conversant and agreement hereafter contained, the parties hereto
agree as follows:
1. The Vendor shall and do hereby sell 100% of the VHKP, HFCA, HFCI, HFCIA,
HFM, WCC & GHK Shares to the Purchaser. For the consideration of the
purchaser assuming US$4.838 million liability from the Vendor subsidiaries
namely VHKP, HFCA, HFCI, HFCIA, HFM, WCC & GHK.
The Vendor hereby agree to issue a two notes payable to the Purchaser for
Total US$4.838 million.
(a) Note I - US$1 million to be converted into share at $0,05 per share
immediately.
(b) Note II - US$3.838 million - The Note will be non-interest, bearing
and the Note can be convertible into the Vendor Share at 15 days
trading average price at the option of the Vendor by giving 7 trading
days notice in writing to the purchaser. The Note can be converted at
a minimum of $250,000 each conversion.
2. The Vendor undertakes to the purchaser at the time of closing the liability
will not exceed US$4.838 million.
3. The Vendor covenants, represents and warrants that they hold the VHKP,
HFCA, HFCI, HFCIA, HFM, WCC & GHK Shares free and clear of any liens,
charges or encumbrances, have full power and authority to transfer the
VHKP, HFCA, HFCIA, HFM, WCC & GHK Shares to the Purchaser.
4. Upon the execution for this Agreement the Vendor will deliver in the
Purchaser's name the VHKP, HFCA, HFCIA, HFM, WCC & GHK Shares to the
Purchaser and the Vendor will properly register the Purchaser's name in the
shareholder's register.
5. The vendor agrees to deliver the VHKP, HFCA, HFCI, HFM, WCC & GHK Shares in
the name of the Purchaser upon the effected payment by the "Note".
6. Each party shall bear its own legal and other costs, fees, and
disbursements arising out of or incidental to the negotiation, the
preparation and completion of this Agreement, and the stamp and transfer
duty payable in respect of the sale and purchase of the Shares Sale shall
be borne by the Purchaser.
7. This Agreement shall enure to the benefit of and be binding upon the
parties hereto, and their respective heirs, administrators, successors and
assigns.
8. This agreement is governed by and shall be construed in accordance with the
laws of Hong Kong, and the parties hereto hereby submit to the jurisdiction
of the Courts of Hong Kong in connection herewith but this Agreement may be
enforced in any court of competent jurisdiction.
9. This agreement is also subject to all necessary regulatory compliance in
the U.S.A. Governing a reporting company.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the day
and year first above written.
SIGNED, SEALED AND DELIVERED BY
POWERSOFT TECHNOLOGIES, INC.
In the presence of:
Xxxxxx X. Xxxxx
-------------------------------------
Name
1088-650 West /s/ Xxxxxx X. Xxxxx
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Address POWERSOFT TECHNOLOGIES, INC.
Georgia St. Vancouver, BC
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SIGNED, SEALED AND DELIVERED BY
SAR TRADING LIMITED
In the presence of:
Ng Hin Xxxx
-------------------------------------
Name
10th Floor, Lippo Protective /s/ Ng Hin Xxxx
------------------------------------- ---------------------------------------
Address SAR TRADING LIMITED
Tower, 000-000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxx Xxxx
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