Dated September 29, 2006 CHINA CHANCE ENTERPRISES LIMITED (as Vendor) and WISDOM PLUS LIMITED (as Purchaser) SALE AND PURCHASE AGREEMENT relating to the share capital of REJOICE SUCCESS LIMITED (the “Company”)
Exhibit
10
Dated
September 29, 2006
CHINA
CHANCE ENTERPRISES LIMITED
(as
Vendor)
and
WISDOM
PLUS LIMITED
(as
Purchaser)
relating
to the share capital of
REJOICE
SUCCESS LIMITED
(the
“Company”)
1
THIS
AGREEMENT is
made
the 29th
day of
September 2006
BETWEEN
CHINA
CHANCE ENTERPRISES LIMITED,
a
company incorporated in British Virgin Islands (CI: 579210) with limited
liability and having its registered office at Akara Bldg., ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ Cay I, Road Town, Tortola, British Virgin Islands ( the
“Vendor”)
AND
WISDOM
PLUS LIMITED,
a
company incorporated in British Virgin Islands (CI: 1043564) with limited
liability and having its registered office at Sea Meadow House, Blackburne
Highway (PO Box 116), Road Town, Tortola, British Virgin Islands (the
"Purchaser")
WHEREAS
The
Company is a company incorporated in British Virgin Islands having its
registered office at Palm Grove House, PO Box 438, road Town, Tortola, British
Virgin
Islands and
with
an authorised share capital of 50,000 no par value Shares of a single class.
The
Vendor legally and beneficially owns 100% of the issued and fully paid shares
of
the Company
The
Company beneficially owns 60% of the issued and fully paid share capital of
General Business Network (Holdings) Limited and has no other
subsidiary.
The
Vendor has agreed to sell 100% of the Company’s outstanding registered shares
(the “Shares”) and the Purchaser has agreed to purchase the Shares upon
the
terms
set
out in this Agreement.
NOW
IT IS AGREED:
INTERPRETATION
| 1.1 |
In
this Agreement, including the Introduction and the Schedules, unless
the
context otherwise requires, the following terms shall have the following
meanings:
|
"Business
Day" a
day
(other than a Saturday or a Sunday) on which banks are generally open for
business in Hong Kong;
“Closing”
The
term
defined in Clause 3;
"Company"
Rejoice
Success Limited, details of which are set out in Schedule 1;
"Hong
Kong"
the
Hong
Kong Special Administrative Region of the PRC;
| "Taxation" |
liability
to any form of taxation (including, taxes, withholding taxes, duties,
imposts, levies, rates or any other amounts payable to any revenue,
customs
or similar authorities in any part of the world) whenever and wherever
created and including an amount equal to any deprivation of any relief
from taxation
and
all costs, interest, penalties, charges and expenses incurred in
connection with such taxation of failure to pay such
taxation;
|
“US” United
States of America
“USD” US
Dollar, the currency of US
2
| 1.2 |
In
this Agreement, unless the context otherwise requires, any reference
to a
"Clause" or a "Schedule" or an "Appendix" is a reference to a clause,
a
schedule or an appendix of this Agreement and, unless otherwise indicated,
includes all the sub-clauses of that
clause.
|
| 1.3 |
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.
|
| 1.4 |
The
headings and the table of contents in this Agreement are for convenience
only and shall not affect its
interpretation.
|
| 1.5 |
References
herein to statutory provisions shall be construed as references to
those
provisions as respectively amended or re-enacted (whether before
or after
the date hereof) from time to time and shall include any provision
of
which they are re-enactments (whether with or without modification)
and
any subordinate legislation made under provisions.
|
SALE
AND PURCHASE
| 2.1 |
Subject
to the terms and conditions stated herein, Vendor shall sell, assign,
transfer and deliver to Purchaser on the Closing Date, and Purchaser
shall
purchase and acquire from Vendor on the Closing Date, all of the
Shares.
The purchase price to be paid by the Purchaser on the Closing Date
for the
Shares is the sum of US Dollar Four Million Only (USD 4,000,000)
for the
transfer of the Shares, payable in accordance with Clause 3.1(b)
hereof.
The Shares shall be free from all rights of pre-emption, options,
liens,
claims, equities, charges, encumbrances or third-party rights of
any
nature and with all dividends, benefits and other rights now or hereafter
becoming attached or accruing thereto as from the date of this Agreement.
|
CLOSING
AND EFFECTIVE DATE
| 3.1 |
The
Vendor shall deliver to the Purchaser
certain documents on the Closing (the “Closing Date”) at Unit ▇, ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇▇ ▇▇▇▇ ▇▇▇▇ Circuit, Siu ▇▇▇
▇▇▇▇,
Shatin, N.T., Hong Kong at which time all of the following business
shall
be transacted:
|
| (a) |
the
Vendor shall deliver to the
Purchaser:
|
| (i) |
duly
passed and signed copies of the resolutions of the Vendor and the
Company;
|
| (ii) |
instruments
of transfer and bought and sold notes in respect of the Shares duly
executed by the Vendor in favour of the
Purchaser;
|
| (iii) |
all
relevant share certificates in respect of the Shares;
and
|
| (iv) |
(if
applicable) certified true copies of any power of attorney or other
authority pursuant to which this Agreement and any document referred
to
above may have been executed and such other documents as the Purchaser
may
require to give good title to the Shares and to enable the Purchaser
or
such party as it nominates to be registered as the holders
thereof.
|
| (b) |
the
Purchaser shall deliver to the Vendor the Consideration for the transfer
of the Shares of the Company in the following schedule (or or as
soon
thereafter as practicable) :
|
3
|
Due
Date
|
Amount
|
|
Sep
30, 2006
|
US
Dollar One Hundred Thousand (USD 100,000)
|
|
Jan
29, 2007
|
US
Dollar Nine Hundred Thousand (USD 900,000)
|
|
April
29, 2007
|
US
Dollar One Million (USD 1,000,000)
|
|
Jul
29, 2007
|
US
Dollar Two Million (USD 2,000,000)
|
For
the
avoidance of doubt, the Purchaser has the option to deliver shares of common
stock issued by any Pink Sheet companies or OTCBB companies in lieu of the
consideration set forth above. The amount of share certificates shall be agreed
by both parties in a separate agreement.
| 3.2 |
If
the Vendor on the one hand or the Purchaser on the other shall be
unable
to comply with any of their respective obligations under Clause 3
on or
before the date fixed for Closing the party not in default
may:
|
| (a) |
defer
Closing to a date not more than 90 days after the said date (and
so that
the provisions of this sub-paragraph (a) shall apply to Closing as
so
deferred); or
|
| (b) |
proceed
to Closing so far as practicable
|
|
without
prejudice, in each case, to that party's rights (whether under this
Agreement generally or under this Clause) to the extent that the
other
party shall not have complied with their obligations
thereunder.
|
3.3
The
Closing of the sale and purchase of the Shares shall occur on the earlier of
the
first business day after (i) compliance by the Vendor with the requirements
of
Rule 14a-3 under the U.S. Securities and Exchange Act of 1934, as amended (the
“Exchange Act”), and Schedule 14A thereunder, or (ii) compliance by the Vendor
with the requirements of Rule 14c-2 under the Exchange Act and Schedule 14C
thereunder. Notwithstanding the actual Closing Date, the Vendor and Purchaser
mutually agree that the effective date of the sale and purchase of the Shares,
for all tax and accounting purposes, shall be September 29, 2006 (the “Effective
Date”).
4.
ADDITIONAL
AGREEMENTS
4.1
Notwithstanding
the Closing Date, Vendor and Purchaser agree that commencing on the Effective
Date, the Purchaser shall have the sole and exclusive right to supervise and
manage the business operations of the Company, including but not limiting to
the
collection of revenues and payment of expenses and accrued liabilities, and
shall have the sole and exclusive financial benefit, if any, and economic risk,
if any, of those operations. From and after the Effective Date, Vendor shall
have no interest whatsoever in the business operations of the Company, and
Purchaser agrees to indemnify, defend and hold harmless the Vendor from any
liability with respect thereto.
5.
REPRESENTATION
AND WARRANTY OF PURCHASER
Purchaser hereby represents and warrants to Vendor as follows:
5.1
Purchaser
is acquiring the Shares for its own account for the purpose of investment and
not with a view to, or for sale in connection with, any distribution of such
Shares, nor with any present intention of distributing or selling such Shares,
except insofar as such Shares are included in a public offering registered
pursuant to the Securities Act of 1933, as amended, or the disposition thereof
is exempt from such registration. Purchaser understands that the Shares have
not
been registered under U.S. securities laws and that such Shares are being
offered and sold to Purchaser pursuant to a claimed exemption from the
registration requirements of such laws.
6.
GENERAL
6.1
Each
party shall at all times keep confidential and not directly or indirectly make
or allow any disclosure or use to be made of any information in its
possession
relating
to any other party or to the existence or subject matter of this Agreement,
except to the extent required by law or with the consent of the relevant party
(which
consent
shall not be unreasonably withheld).
4
6.2
Each
party shall bear its own legal and professional fees, costs and expenses
incurred in connection with this Agreement.
6.3 Any
stamp
duty payable on the sale and purchase of the Shares shall be borne by the
Purchaser absolutely.
6.4
Time
shall be of the essence of this Agreement.
| 6.5 |
This
Agreement shall be binding on and shall ensure for the benefit of
the
successors and assigns of the parties hereto but shall not be capable
of
being assigned by
either
party without the prior written consent of the
other.
|
| 6.6 |
This
Agreement, and the documents referred to in it, constitute the entire
agreement, and
supersedes any previous agreement, between the parties in relation
to
the
subject matter of this
Agreement.
|
| 6.7 |
All
provisions of this Agreement shall so far as they are capable of
being
performed or
observed continue in full force and effect notwithstanding Closing
except
in
respect of those matters then already
performed.
|
| 6.8 |
No
delay or failure by a party to exercise or enforce (in whole or in
part)
any right provided
by this Agreement or by law shall operate as a release or waiver,
or in
any way
limit that party's ability to further exercise or enforce that, or
any
other, right. A waiver
of any breach of any provision of this Agreement shall not be effective,
or implied,
unless that waiver is in writing and is signed by the party against
whom
that waiver
is claimed.
|
| 6.9 |
Each
party shall at its own cost, execute and do all acts, documents and
things
(reasonably
within its powers) as may reasonably be required by any other party
so
as
to vest beneficial and registered unencumbered ownership of the
Shares in
the Purchaser
and otherwise to implement the terms of this Agreement whether
before
or
after Closing.
|
| 6.10 |
No
amendment to this Agreement will be effective unless it is in writing
and
signed by all
the parties. No consent or approval to be given pursuant to this
Agreement
will be effective
unless it is in writing and signed by the relevant
party.
|
| 6.11 |
The
parties acknowledge and agree that in the event of a default by any
party
in the performance
of their respective obligations under this Agreement, the non-defaulting
party
shall have the right to obtain specific performance of the defaulting
party's obligations.
Such remedy to be in addition to any other remedies provided under
this
Agreement or at law.
|
| 6.12 |
On
termination of this Agreement, each party's rights and obligations
will
immediately cease provided that such termination shall not affect
any
accrued rights and obligations
of the parties which are expressed to relate to any period following
termination nor shall it effect any accrued rights and obligations
of the
parties as at the
date
of termination.
|
7.
GOVERNING
LAW
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 non--exclusive
jurisdiction of the Courts of Hong Kong in connection herewith but this
Agreement may be enforced in any court of competent jurisdiction.
5
Schedule
1
COMPANY
Company
Name: REJOICE
SUCCESS LIMITED
C.I.
Number: 1035983
Place
of
Incorporation: British Virgin Islands
Date
of
Incorporation: 4 July, 2006
Authorised
Share Capital: 50,000 no par value shares of a single class
Registered
and beneficial Shareholders: 100% China Chance Enterprises Limited
6
EXECUTION
PAGE
|
SIGNED
for and on behalf of
|
|
|
CHINA
CHANCE ENTERPRISES LIMITED
|
|
in
the
presence of:
/s/
▇▇
▇▇▇▇
▇▇
▇▇▇▇
Chief
Executive Officer
|
SIGNED
for and on behalf of
|
|
WISDOM
PLUS LIMITED
in
the
presence of:
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Chief
Executive Officer
7