Dated 29th June 2007 CHINA CHANCE ENTERPRISES LIMITED (as Vendor) and WISDOM PLUS LIMITED (as Purchaser) SALE AND PURCHASE AGREEMENT relating to the share capital of
Exhibit
10
Dated
29th June 2007
CHINA
CHANCE ENTERPRISES LIMITED
(as
Vendor)
and
WISDOM
PLUS LIMITED
(as
Purchaser)
relating
to the share capital of
(1) SINOPAC
SUCCESS LIMITED (“Sinopac”) and
(2) JUNE
SUCCESS LIMITED (“June”)
1
THIS
AGREEMENT is made the 29th day of June 2007
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
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1.
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Sinopac
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.
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2.
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June
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.
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3.
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The
Vendor legally and beneficially owns 100% of the issued and fully
paid
shares of both Sinopac and June (collectively as the “Selling
Companies”)
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4.
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The
Selling Companies totally beneficially own 40% of the issued and
fully
paid share capital of General Business Network Holdings Limited and
each
of them has no other subsidiary.
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5.
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The
Vendor has agreed to sell 100% of Sinopac’s outstanding registered (the
“Sinopac Shares”) and June’s outstanding registered shares (the “June
Shares”) and the Purchaser has agreed to purchase the Shares upon the
terms set out in this Agreement.
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NOW
IT IS AGREED:
1. INTERPRETATION
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1.1
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In
this Agreement, including the Introduction and the Schedules, unless
the
context otherwise requires, the following terms shall have the following
meanings:
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"Business
Day"
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a
day (other than a Saturday or a Sunday) on which banks are generally
open
for business in Hong Kong;
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“Closing”
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The
term defined in Clause 3;
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“Sinopac”
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Sinopac
Success Limited, details of which are set out in Schedule
1;
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2
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“June”
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June
Success Limited, details of which are set out in Schedule
2;
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"Selling Companies"
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Collectively
refers to Sinopac and June;
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"Hong Kong"
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the
Hong Kong Special Administrative Region of the
PRC;
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“Taxation”
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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;
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“US”
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United
States of America
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“USD”
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US
Dollar, the currency of US
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1.2
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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.
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1.3
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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.
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1.4
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The
headings and the table of contents in this Agreement are for convenience
only and shall not affect its
interpretation.
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1.5
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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.
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2. SALE
AND PURCHASE
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2.1
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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
Sinopac
Shares and June Shares. The purchase price to be paid by the
Purchaser on the Closing Date for the Sinopac Shares is as follows
for the
transfer of the Shares, payable in accordance with Clause 3.1(b)
hereof.
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Shares
of Selling Compnany
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Consideration
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For
Sinopac Shares
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USD
1,000,000
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For
June Shares
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USD
1,000,000
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Sinopac
Shares and June 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.
3
3. CLOSING
DATE; EFFECTIVE DATE
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3.1
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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:
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(a)
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the
Vendor shall deliver to the
Purchaser:
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(i)
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duly
passed and signed copies of the resolutions of the Vendor and the
Selling
Companies;
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(ii)
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instruments
of transfer and bought and sold notes in respect of Sinopac Shares
and
June Shares duly executed by the Vendor in favour of the
Purchaser;
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(iii)
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all
relevant share certificates in respect of Sinopac Shares and June
Shares;
and
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(iv)
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(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.
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(b)
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the
Purchaser shall deliver to the Vendor the Consideration for the transfer
of the Sinopac Shares and June Shares of the Selling Companies in
the
following schedule (or as soon thereafter as practicable)
:
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Due
Date
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Amount
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June
30, 2007
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US
Dollar One Hundred Thousand (USD 100,000)
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Dec
31, 2007
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US
Dollar One Million and Nine Hundred Thousand (USD
1,900,000)
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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.
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3.2
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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:
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(a)
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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
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(b)
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proceed
to Closing so far as practicable
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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.
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4
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3.3
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The
Closing of the sale and purchase of the Shares shall occur on the
completion of Clause 3.1 (a) and the Purchaser deliver the USD 100,000
as
mentioned in Clause 3.1 (b) or the additional requirements of any
Rules
under the U.S. Securities and Exchange Act of 1934, as amended (the
“Exchange Act”).
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3.4
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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 the signing date of this Agreement
(the
“Effective Date”).
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4. ADDITIONAL
AGREEMENTS
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4.1
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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 Selling Companies,
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 Selling
Companies, and Purchaser agrees to indemnify, defend and hold harmless
the
Vendor from any liability with respect
thereto.
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5. REPRESENTATION
AND WARRANTY OF PURCHASER
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5.1
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Purchaser
hereby represents and warrants to Vendor that the 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.
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6. GENERAL
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6.1
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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).
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6.2
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Each
party shall bear its own legal and professional fees, costs and expenses
incurred in connection with this
Agreement.
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6.3
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Any
stamp duty payable on the sale and purchase of the Shares shall be
borne
by the Purchaser absolutely.
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6.4
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Time
shall be of the essence of this
Agreement.
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5
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6.5
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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.
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6.6
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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.
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6.7
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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.
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6.8
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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.
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6.9
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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.
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6.10
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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.
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6.11
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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.
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6.12
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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 effects any
accrued rights and obligations of the parties as at the date of
termination.
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7. GOVERNING
LAW
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7.1
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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.
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[intentionally
left blank]
6
SCHEDULE
1
COMPANY
Company
Name : SINOPAC
SUCCESS LIMITED
C.I.
Numbe : 1035534
Place
of
Incorporation
: British Virgin
Islands
Date
of
Incorporation : July
4, 2006
Authorised
Share
Capital
: 50,000 no par value shares of a single class
Registered
and beneficial
Shareholders
: 100% China Chance Enterprises Limited
SCHEDULE
2
COMPANY
Company
Name : JUNE
SUCCESS LIMITED
C.I.
Number : 1035530
Place
of
Incorporation : British
Virgin Islands
Date
of
Incorporation : July
4, 2006
Authorised
Share
Capital : 50,000
no par value shares of a single class
Registered
and beneficial
Shareholders : 100%
China Chance Enterprises Limited
7
EXECUTION
PAGE
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SIGNED
for and on behalf of
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CHINA
CHANCE ENTERPRISES LIMITED
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in
the
presence
of:
/s/
▇.▇.
▇▇▇▇
▇.▇.
▇▇▇▇
Chief
Executive Officer
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SIGNED
for and on behalf of
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WISDOM
PLUS
LIMITED
in
the
presence
of:
/s/
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Chief
Executive
Officer
8