EXHIBIT 10.3
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THE OPTION CONTRACT
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▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇ ▇▇▇
AND
▇▇▇▇▇▇ Group Ltd.
DECEMBER 14, 2004
THIS CONTRACT is dated December 14, 2004.
BETWEEN:
1) ▇▇ ▇▇▇▇ Hui - ID No. 342523197101190039, Address: 1706, ▇▇.▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
2) Chen ▇▇ ▇▇▇, ID No. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, Address: 1706, ▇▇.▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (▇▇
▇▇▇▇ Hui and Chen ▇▇ ▇▇▇) are hereinafter collectively referred to as
the "Vendors" and each individually referred to as the "Vendor"); and
3) ▇▇▇▇▇▇ Group Ltd., a company incorporated in HONG KONG with its
registered office situate at 306 Hang Bong Commercial Centre, ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and its principal office situate as
same (the "Purchaser").
WHEREAS:
(A) Shanghai Longterms Technology Co., Ltd (the "Company") is a domestic
joint venture company with limited liability incorporated in the PRC
and has as at the date hereof a registered capital of RMB 5 million
and a net asset of RMB5,665,317.
(B) As at the date of this Contract, the Purchaser is a wholly owned
subsidiary of Financial Telecom Limited (USA) Inc. (the "▇▇▇▇▇▇
Company"), the shares of which are currently listed on the
Over-the-Counter Bulletin Board ("OTCBB") of the United States (OTCBB
Symbol: FLTL.OB).
(C) Another wholly owned subsidiary of the ▇▇▇▇▇▇ Company has signed the
long term service agreement with the Vendors, which stipulates that
the wholly owned subsidiary shall provide the Vendors with the long
term financial and management service. In order to stimulate the
wholly owned subsidiary and improve its service quality, the Vendors
have agreed to empower the Option to the Purchaser and the Purchaser
has agreed to accept the Option according to the terms and conditions
of this Contract. Please see Clause 1 of this Contract for the
definition of Option.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and agreements
contained herein, the terms and conditions hereby are agreed upon by the Parties
in this Contract:
1. INTERPRETATION
1.1 In this Contract (including the Recitals), unless the context
otherwise requires, the following words and expressions shall have the
following meanings ascribed to each of them below:
"CONTRACT" this Contract for the Option Contract, as
amended or supplemented from time to time;
"BUSINESS DAY" From Monday to Friday except PRC's public holidays;
"OPTION" Within one year after this Contract is signed by
Parties, The Purchaser is entitled to purchase Sale
Interests according to Clause 4.1 of this Contract and
purchase the Transferable Note according to Clause 2.6
and 4.1 of this Contract;
"THE TERM OF OPTION" One year after this Contract is signed by Parties.
"SALE INTERESTS" 19% of the entire interest in the registered capital of
the Company to be sold by the Vendors to the Purchaser
according to Option of this Contract, in which 9.5% of
the entire interest in the registered capital of the
Company to be sold by ▇▇ ▇▇▇▇ Hui to the Purchaser and
9.5% of the entire interest in the registered capital
of the Company to be sold by Chen ▇▇ ▇▇▇ to the
Purchaser;
"▇▇▇▇▇▇ COMPANY" Financial Telecom Limited (USA) Inc., a company
incorporated under the laws of the state of Nevada,
United States, the shares of which are currently listed
on the Over-the-Counter Bulletin Board ("OTCBB") of the
United States (OTCBB Symbol: FLTL.OB).
"CONSIDERATION SHARES" New restricted shares of the ▇▇▇▇▇▇ Company to be
allotted and issued in the name of the Vendors or their
nominees for the consideration of Sale Interests and
the Transferable Note according to Clause 4.1, which
are restricted according to Rule 144 promulgated under
the U.S Securities Act and are calculated by the
Consideration regulated in Clause 4.1 /50% of the
average share price of 30 business days before
Completion;
"TRANSFERABLE NOTE" The debt certificate issued by the Vendors to the
Purchaser. After the Vendors are satisfied by the
consideration from the Purchaser according to Clause
4.1 of this Contract, they shall owe the Purchaser the
debt of USD 109,873 without interests and pay off the
debt of USD 109,873 after ten years from the issuing
date of the debt certificate. During the Term of
Transferable Note, the Purchaser shall be entitled to
execute the right to change the Vendors' debt to 16% of
the entire interest in the registered capital of the
Company according to Clause 2.6 and 2.7 of this
Contract.
"THE TERM OF Within ten years after the issuing date of the
TRANSFERABLE NOTE" Transferable Note.
"RESTRICTED TRADING a period of twelve (12) & twenty-four (24) & thirty-six
PERIOD" (36) months from the date on which the Consideration
Shares being allotted and issued to the Vendors or
their nominees; twelve months for 1/3 of the
Consideration Shares, twenty-four months for another
1/3 of the Consideration Shares, thirty-six months for
another 1/3 shares of the Consideration Shares;
"COMPLETION" The execution of Option in accordance with the terms
and conditions of this Contract including the
completion of the sale and purchase of the Sale
Interests and the issuing of the Transferable Note and
the satisfaction of the Consideration in accordance
with the terms and conditions of this Contract;
"COMPLETION DATE" the date falling on the 5th Business Day after the
conditions set out in Clause 3.2 , 3.3 have been
fulfilled or waived by the Purchaser and the Vendors
according to Clause 3.5;
"THE DATE OF THE 30 June, 2004.
BALANCE SHEET"
2. OPTION
2.1 Subject to the terms and conditions of this Contract, each of the
Vendors, agrees to empower the Option to the Purchaser and the
Purchaser agrees to accept the Option.
2.2 Subject to Clause 2.1 of this Contract, when the Purchaser get the
Option, the Vendors shall give and shall procure that the Purchaser
and/or any persons authorized by it in writing will be given such
access to the premises and all books, documents, title deeds, records,
returns, approvals, correspondence and accounts of the Company and its
subsidiaries and all such information relating to the Company as may
be reasonably requested by or on behalf of the Purchaser to undertake
and conduct a full due diligence (including but without limitation, in
all legal, financial and commercial aspects) against the Company and
be permitted to take copies of any such books, documents, title deeds,
records and accounts and that the directors and employees of the
Company shall be instructed to give promptly all such information and
explanations to any such persons as aforesaid as may be requested by
it or them. The Purchaser shall complete its due diligence (including
without limitation, legal, financial and commercial aspects) in
respect of the Company and its subsidiaries and the results of which
are, in the absolute opinion of the Purchaser, satisfactory and
acceptable to the Purchaser in all respects. on the Date of the
Balance Sheet, the Company`s net assets which are audited by
independent third party CPA are RMB 5,665,317.
2.3 Within the Term of Option, the Vendors shall not sell Sale Interests
to any third party and not make guarantee, and/or pledge and/or
mortgage or any other types of rights and/or benefit on Sale Interests
without the Purchaser's written agreement.
2.4 If the Purchaser does not execute Option in accordance with Clause 2.5
and 2.6 and 2.7 of this Contract during the Term of Option, Option
shall be cancelled.
2.5 During the Term of Option, if the Purchaser executes Option, it shall
send the written note ("Option Note") to the Vendors and inform them
Completion Day and that it shall own Sale Interests and Transferable
Note.
2.6 On Completion Day, if the Vendors don't issue the written Transferable
Note, the Purchaser automatically receives all the rights of
Transferable Note. The Vendor warrants as follow:
i. the Purchaser may send the written note ("Information of
Transferable Note") to the Vendors during the Term of
Transferable Note and inform them to get rid of the debt of the
Transferable Note instead that they shall transfer 16% of the
entire interest in the registered capital of this Company to the
Purchaser in the consideration of RMB1.
ii. The Vendors shall transfer 16% of the entire interest in the
registered capital of this Company to the Purchaser under the
Chinese registration law according to Information of Transferable
Note and the Purchaser's or its designated third party shall
become the owner in the registry office.
2.7 The unconcerned matters in relation to the execution of Transferable
Note shall be considered by other clauses of this Contract.
2.8 After the date of the Option Note, The Vendors will not assume any
debts and any other duties regards to the Sale Interests, which exist
after the date of the Option Note and will not have any creditor's
rights and any other rights regards to the Sale Interests, which
exists after the date of the Option Note. After the date of the Option
Note, The Purchaser will assume any debts and any other duties regards
to the Sales Interests, which exist after the date of the Option Note
and will have any creditor's rights and any other rights regards to
the Sale Interests, which exists after the date of the Option Note.
3. COMPLETION
3.1 The Completion Day is the date of the Option Note.
3.2 On Completion, The Vendors shall meet the following requirements:
(a) The Vendors shall get all necessary consents permits and approval
(whether governmental, regulatory or otherwise) as may be required in
respect of the transferring of the Sale Interests from the relevant
PRC governmental authorities, including but not limited to the
ratification from the PRC foreign trade economic bureau or the
provincial foreign trade economic department and the Vendors shall
inform the Purchaser all the relevant letters, the ratification
documents and other relevant documents;
(b) Each of the Vendors shall jointly and/or severally (as the case may
be) deliver or procure the delivery to the Purchaser of all the
following:
(i) all constitutional documents, contracts, minute books and records
(which shall be written up to date as at Completion);
(ii) copies of the business license, the name of the shareholders, the
copies of the shareholders' identity card, the structure of the
shareholding and financial statements of the Company;
(iii) other documents, letters and material which the Purchaser
may require;
(c) The Vendors shall hold a shareholder meeting approving the following
items according to the Purchaser's requirements:
(i) the sale and purchase of the Sale Interests;
(ii) the Transferable Note;
(iii) amending the constitution of the Company according to the
Purchaser;
(d) The Vendors shall complete the change procedures regards to the Sale
Interests in relevant Commercial and Industrial bureau and inform the
Purchaser all the relevant letters, ratification documents and other
relevant documents regards to the above the change procedures..
3.3 On Completion, The Vendors shall meet the following requirements:
a) If so required, passing of necessary resolutions by shareholders of
the Purchaser at a shareholder meeting approving (i) the purchase of
the Sale Interests from the Vendors and (ii) the Transferable Note
(iii) this Contract.
b) The Purchaser shall procure that the directors of the board of ▇▇▇▇▇▇
Company make the resolutions and approve: the allotment and issue of
the Consideration Shares to the Vendors credited as fully paid;
c) the Purchaser having obtained a legal opinion issued by a qualified
lawyer (acceptable by the Purchaser) in respect of:
(i) the legality and validity of this Contract and the transactions
contemplated herein;
(ii) the completion of all necessary procedures and obtaining of all
necessary approvals regarding the sale and purchase of the Sale
Interests;
(iii) no change in the permitted scope business of the Company after
the transfer of the Sale Interests;
(iv) all other matters reasonably requested by the Purchaser.
3.4 When any of the conditions set out in the Clause 3.2 has been
satisfied by the Vendors, unless that the Purchaser may by notice in
writing inform the Vendors to waive any of the conditions set out in
Clause 3.5, the Purchaser shall procure ▇▇▇▇▇▇ Company to allot, issue
and credit the Consideration Shares to the Vendors as fully paid.
3.5 From the date of this Contract to the Completion Date, the Purchaser
has the rights at any time in writing to inform the Vendors to waive
any of the conditions set out in Clauses 3.2; the Vendors also have
the rights at any time in writing to inform the Purchaser to waive any
of the conditions set out in Clause 3.3 from the date of this Contract
to the Completion Date.
3.6 Clauses 5 to Clause 13 shall survive the Completion.
4. CONSIDERATION
4.1 The Consideration for the transferring of the Sale Interests and the
issuing of the Transferable Note shall separately be RMB1,576,410
equal to US$130,474 (1USD=RMB8.25) and RMB906,450 equal to USD
109,873(1USD=RMB8.25) respectively, which shall be satisfied by the
Purchaser in the following manner:
i. the Purchaser procuring the ▇▇▇▇▇▇ Company to allot, issue and
credit the Consideration Shares to the Vendors in the Relevant
Proportions as fully paid on Completion; The Purchaser shall not
be obliged to complete the purchase of any of the Sale Interests
and the Transferable Note unless the purchase of all the Sale
Interests and the Transferable Note is completed simultaneously.
4.2 The Vendors shall notify the Purchaser in writing at least ten (10)
Business Days before the Completion Date of the name(s) and other
particulars of the registered holder(s) of the Consideration Shares
and the board lot denomination of the share certificate(s) in respect
of the Consideration Shares to be issued to them or their nominee(s)
and all necessary information and details as is reasonably required to
enable the share registrars of the ▇▇▇▇▇▇ Company to issue the
definitive share certificates for such Consideration Shares upon
Completion.
4.3 The Vendors understand that the Consideration Shares will not be
registered under the U.S. Securities Act. The Vendors also understand
that the Consideration Shares are being allotted and issued pursuant
to an exemption from registration contained in the U.S. Securities Act
based in part upon the Vendors' representations contained in this
Contract. The Vendors hereby represent and warrant as follow:
(a) Vendors bear economic risk: the Vendors have substantial
experience in evaluating and investing in private placement
transactions of securities in companies similar to the Purchaser
so that it is capable of evaluating the merits and risks of its
investments in the Purchaser and have the capacity to protect its
own interests. The Vendors are able to bear the economic risk of
this investment;
(b) Acquisition for own account: the Vendors are acquiring the
Consideration Shares for their respective own account for
investment only, and not with a view towards their distribution;
(c) Vendors can protect their interest: the Vendors represent that by
reason of their management, business or financial experience, the
Vendors have the capacity to protect their own interests in
connection with the transactions contemplated in this Contract.
Further, the Vendors are aware of no publication of any
advertisement in connection with the transactions contemplated in
this Contract;
(d) Company information: the Vendors have had an opportunity to
discuss the Purchaser's business, management and financial
affairs with directors, officers and management of the Purchaser
and have had the opportunity to review the Purchaser's operations
and facilities. The Vendors have also had the opportunity to ask
questions of and receive answers from the Purchaser and its
management regarding the terms and conditions of this investment;
Purchaser will provide balance sheet and income statement to
Vendors.
(e) Rule 144: The Vendors have been advised or are aware of the
provisions of Rule 144 promulgated under the U.S. Securities Act,
which permits limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions;
(f) Legends: The Vendors understand and agree that the Purchaser will
cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s)
evidencing ownership of the Consideration Shares, together with
any other legends that may be required by state or federal
securities laws, or by the Articles of Association and Bye laws
of the Company, or by any other agreement between the Vendors and
the Purchaser or between the Vendors and any third party: THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT
TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT. THE
ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.
4.4 The Purchaser agrees that upon expiry of the Restricted Trading
Period, upon presentation of the Consideration Shares to Purchaser,
under the terms and conditions of this Contract, Purchaser will
commerce within 7 business days all necessary formalities and
registration procedures as may be required under the U.S. Securities
Act and the applicable State securities law to enable the
Consideration Shares becoming freely transferable and resalable.
5. THE SHAREHOLDERS MEETING, BOARD AND MANAGEMENT OF THE COMPANY AFTER THE
SALE AND PURCHASE OF SALE INTERESTS
5.1 The shareholders meeting which is formed by all shareholders shall be
the highest power organization of the Company. The way and the
procedures of discussing business in the shareholders meeting and the
scope of power of the shareholders meeting shall be ruled by "the
company law of the People's Republic of China" and the Company's
constitution amended under Clause 3.1 of this Contract.
5.2 After the sale and purchase of Sale Interest, The Company shall set up
the Board, the members of the Board are not more than 5 people and the
Purchaser has the rights to designate 1 director in the Board. The
business and operations of the Group shall be managed by the Board.
5.3 The Chairman of the Board and the legal representative of the Company
shall be nominated and appointed by the Board.
5.4 The financial controller and/or the chief financial officer of the
Company shall be nominated and appointed by the Board.
5.5 The scope of the power, the rules and the way of discussing the
business in the Board and the matters which are not concerned in
Clause 5 are ruled by "the company law of the People's Republic of
China" and the Company's constitution amended under Clause 3.1 of this
Contract.
5.6 The General Manager takes charge of the Company under the leading of
the Board. The scope of the power, the rules and the way of discussing
the business of the General Manager are ruled by "the company law of
the People's Republic of China" and the Company's constitution amended
under Clause 3.1 of this Contract.
6. DISPOSAL OF CONSIDERATION SHARES
Each of the Vendors agrees and acknowledges that the Consideration Shares
are subject to the United States Securities and Exchange Commission ("SEC")
Rule 144 and in particular, hereby jointly and severally undertakes to and
covenants with the Purchaser and the ▇▇▇▇▇▇ Company that it will not, during
the Restricted Trading Period, dispose of (including without limitation by
the creation of any option, charge or other Encumbrance or rights over or in
respect of) any of the Consideration Shares or any interests therein owned
by it/him/her or in which it/he/she is, directly or indirectly, interested
immediately after Completion.
7. WARRANTIES
7.1 THE WARRANTIES FROM THE VENDORS
1. The Company is a domestic joint venture company with limited liability
duly established and validly existing under the laws of the PRC and
has the corporate powers and authorizes to carry on the business
presently carried on by it and to own and hold the assets used
therewith. Each member of the Company are duly established and validly
existing under the laws of the place of its incorporation and has the
corporate powers and authorizes to carry on the business presently
carried on by it and to own and hold the assets used therewith.
2. The facts and information set out in the recitals and Clause 2.2, the
Schedules and all documents attached are true and all information
which has been provided in writing to the Purchaser or its
representatives or advisers by the Vendors or by any Director, officer
or other official of the Company by its professional advisers or other
agents was when given and is now true and accurate in all material
respects. There is no fact or matter which has not been disclosed
which renders any such information untrue, inaccurate or misleading or
the disclosure of which might reasonably affect the willingness of a
willing purchaser to purchase the Sale Interests in accordance with
the provisions of this Agreement.
3. The information disclosed to the Purchaser or its representatives or
professional advisers, by the Vendors and the directors, officers or
other officials of the Company regarding its current status or
prospects comprises all information which is material for the
reasonable assessment of the financial and trading prospects of the
Company or its subsidiaries as a whole.
4. The copy of the memorandum and articles of association of the Company
which have been provided to the Purchaser are true and complete in all
respects and have embodied in them or annexed to them a copy of every
such resolution and agreement required by law to be annexed thereto
and the Company has at all times carried on its business and affairs
in all respects in accordance with its respective memorandum and
articles of association and all such resolutions and agreements.
5. The Sale Interests at the date of this Agreement are fully paid up and
are legally owned by the Vendors. There is not any guarantees ,
mortgages or pledges and other forms of third party's benefit on, over
or affecting the Sale Interests.
6. The accounting systems of the Company and its subsidiaries comply with
`the Accounting Law of the People's republic of China' and other
relevant accounting regulations and laws. All the books of the account
of the Company and its subsidiaries are true and accurate in all
material respects and there is no loss at the Date of the Balance
Sheet of the Company;
7. At the Date of the Balance Sheet and the future, the Vendors shall
disclose a true and fair view of the assets and liabilities of the
Company and its subsidiaries and its profits for the financial year
ended on such date and the future;
8. The Company and its subsidiaries have paid all the taxes before the
Completion or will pay all the taxes according to the tax laws and
regulations and disclose all tax evasion or legally tax evasions or
other tax problems which can seriously affect the Purchaser's intent
to purchase the Sale Interests. The Company and its subsidiaries
haven't or will not pay any fine, penalty and interests according to
the tax laws, regulations and rules. The Company and its subsidiaries
have not in the last 3 years been the subject of a discovery, audit or
investigation by any Taxation authority and there are no facts which
are likely to cause a discovery, audit or investigation to be made.
9. The Vendors covenant and undertake that prior to Completion and
without the prior written consent of the Purchaser, the Vendors shall
procure that the Company and its subsidiaries shall not:
a. incur any expenditure on capital account or enter into any option
in respect of any part of its assets;
b. dispose of or agree to dispose of or grant any option in respect
of any part of its assets;
c. borrow any money or make any payments out of or drawings on its
bank account(s) other than routine payments;
d. enter into any unusual or abnormal contract or commitment;
e. make any loan;
f. enter into any leasing, hire, purchase or other agreement or
arrangements for payment on deferred terms;
g. declare, make or pay any dividend or other distribution or do or
suffer anything which may render its financial position less
favourable than as at the date of this Agreement;
▇. ▇▇▇▇▇ or issue or agree to grant or issue any mortgages, charges,
debentures or other securities or give or agree to give any
guarantees or indemnities;
i. make any change in the terms and conditions of employment or
pension benefits of any of its directors or employees or employ
or terminate (other than for good cause) the employment of any
person;
j. create, issue or grant any option in respect of any class of
share or loan capital or agree so to do;
k. in any other way depart from the ordinary course of its
respective day-to-day business either as regards the nature scope
or manner of conducting the same;
l. voluntarily contravene or fail to comply with any material
obligation, statutory or otherwise; and m. do anything whereby
its financial position will be rendered less favourable than at
the date hereof.
10. After the date of the Contract, the Vendors required by the Purchaser
shall hire the qualified and licensed CPA to audit the Company at each
financial year.
7.2 THE WARRANTIES FROM THE PURCHASER
1. The Company is a company duly established and validly existing under
the laws of the Hongkong and has the corporate powers and authorises
to carry on the business presently carried on by it and to own and
hold the assets used therewith.
The ▇▇▇▇▇▇ Company is a listed company duly established and validly
existing under the laws of USA.
2. The Purchaser procure that ▇▇▇▇▇▇ Company will issue the Consideration
Shares according to the terms and conditions of this Contract.
8. THE LIABILITIES OF THE BREACH OF THE CONTRACT
8.1. The Vendors and Purchaser shall fulfill the Contract properly and in
time, Should all or part of this Contract be unable to be fulfilled
owing to the fault of one party, the breaching party shall bear the
responsibilities thus caused.
8.2. Should the Vendors break the warranties regulated in Clause 8.1 and
cause the Purchaser's economic loss and expenses (including the legal
fees), the Vendors shall bear the responsibilities thus caused.
9. TERMINATION AND AMENDMENTS
9.1. The Vendors and the Purchaser can agree in writing to terminate this
Contract after negotiations. 9.2. The Vendors and the Purchaser can
terminate this Contract according to the following conditions:
1. Should this Contract be unable to be fulfilled materially due to
the Force Majeure, the Vendors and the Purchaser have the rights
to terminate this Contract without any liabilities.
2. Should one party be unable to fulfil this Contract improperly and
cause to break this Contract fundamentally, the party who abides
by this Contract has the rights to terminate this Contract, the
breaching party shall bear the responsibilities thus caused.
3. Other conditions regulated by the relevant laws.
10. CONFIDENTIALITY AND ANNOUNCEMENTS
10.1. Each of the parties undertakes to the others that it will not, at any
time after the date of this Agreement, divulge or communicate to any
person other than to its professional advisers, or when required by
law or any rule of any relevant stock exchange body or regulatory
authorities, or to its respective officers or employees whose province
is to know the same any confidential information concerning the
business, accounts, finance or contractual arrangements or other
dealings, transactions or affairs of any of the others which may be
within or may come to its knowledge and it shall use its best
endeavours to prevent the publication or disclosure of any such
confidential information concerning such matters.
10.2. No public announcement or communication of any kind shall be made in
respect of the subject matter of this Agreement unless specifically
agreed between the parties or unless an announcement is required
pursuant to the applicable laws and the regulations or the
requirements of any relevant stock exchange or any other regulatory
body or authority. Any announcement by any party required to be made
pursuant to any relevant laws or regulation or the requirements of the
relevant stock exchange or any other regulatory body or authority
shall be issued only after such prior consultation with the other
party as is reasonably practicable in the circumstances.
11. GOVERNING LAW AND JURISDICTION
11.1. This Agreement shall be governed by and construed in accordance with
the laws of Hong Kong.
11.2. Any dispute, controversy or claim arising out of or relating to this
Agreement, or the breach termination or invalidity thereof, shall be
settled firstly by friendly negotiations ; In case no settlement can
be reached through consultations, the disputes shall be submitted to
the jurisdictional Court in HongKong.
12. MISCELLANEOUS
12.1. This Contract constitutes the entire agreement between the parties
hereto with respect to the matters dealt with herein and supersedes
all previous agreements, arrangements, statements, understandings or
transactions between the parties hereto in relation to the matters
hereof and the parties acknowledge that no claim shall arise in
respect of any agreement so superseded.
12.2. Any variation to this Agreement shall be binding only if recorded in
a document signed by all the parties hereto.
12.3. The obligations, liabilities (including without limitation, breach of
Warranties) and undertakings of the Vendors shall be joint and
several.
12.4. This Agreement shall be binding upon and ensure for the benefit of
the successors of the parties but shall not be assignable.
12.5. All provisions of this Agreement, in so far as the same shall not
have been performed at Completion, shall remain in full force and
effect notwithstanding Completion.
12.6. If any provision of this Agreement shall be held to be illegal or
unenforceable, the enforceability of the remainder of this Agreement
shall not be affected.
12.7. The Purchaser shall not be responsible for any government fees and
tax and other additional expenses(including lawyer fees) caused by the
Vendors according to this Contract
IN WITNESS WHEREOF THIS CONTRACT HAS BEEN DULY EXECUTED BY ALL PARTIES HERETO
THE DAY AND YEAR FIRST ABOVE WRITTEN.
THE VENDORS
THE PURCHASER
▇▇▇▇▇▇ GROUP LTD.(STAMP)
AUTHORIZATION
