Dated 28th March 2008 CHINA WORLD TRADE CORP (as Vendor) and TOP SPEED TECHNOLOGIES LIMITED (as Purchaser) and WILLIAM CHI HUNG TSANG (as Tsang) SALE AND PURCHASE AGREEMENT relating to the share capital of
Exhibit
2.2
Dated 28th March
2008
(as
Vendor)
and
TOP
SPEED TECHNOLOGIES LIMITED
(as
Purchaser)
and
▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(as
▇▇▇▇▇)
________________________________________________________________
relating
to the share capital of
(1)
VIRTUAL EDGE LIMITED (“Virtual Edge”) and
(2)
CHINA WORLD TRADE CORPORATION (“CWTC”)
(3)
CHINA CHANCE ENTERPRISES LIMITED (“China Chance”)
(4)
RAINBOW WISH LIMITED (“Rainbow Wish”)
________________________________________________________________
- 1
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THIS AGREEMENT is made the
28th day of March 2008
BETWEEN
CHINA WORLD TRADE CORP, a
company incorporated in Nevada of United States (File Number: C1785-1998) with
limited liability and having its business office at Third Floor, Goldlion
Digital Network Center, 136-138 Tiyu Road East, Tianhe District, Guangzhou
510620, People’s Republic of China (the "Vendor")
AND
TOP SPEED TECHNOLOGIES
LIMITED, a company incorporated in British Virgin Islands (CI: 608153)
with limited liability and having its registered office at Akara Bldg., ▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Cay I, Road Town, Tortola, British Virgin Islands (the
"Purchaser")
WHEREAS
|
1.
|
Virtual
Edge is a company incorporated in British Virgin Islands (CI: 312935)
having its registered office at P O Box 957 Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands and with an authorised
share capital of 2,500,000 shares with par value
US$1.00. Virtual Edge has no other subsidiary except: (a) 75%
of the fully paid share capital of Guangzhou World Trade Center Club
Limited, a company under the laws of People’s Republic of China; (b) 75%
interest of Beijing World Trade Center Club Limited, a company under the
laws of People’s Republic of China; (c) 51% of the issued and outstanding
shares of CEO Clubs China Limited, a company under the laws of Hong Kong;
(d) 100% of the issued and outstanding shares of CWT Hotel Management
Limited, a company under the laws of British Virgin Islands; and (e) 100%
of the issued and outstanding shares of CWT Investments Services Limited,
a company under the laws of British Virgin
Islands.
|
|
2.
|
CWTC
is a company incorporated in British Virgin Islands (CI: 595244) having
its registered office at Akara Bldg., ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Cay I,
Road Town, Tortola, British Virgin Islands and with an authorised share
capital of 50,000 shares and par value
US$1.00.
|
|
3.
|
China
Chance, 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
and with an authorised share capital of 50,000 shares and par value
US$1.00. China Chance has no other subsidiary except 100% of the issued
and outstanding share of Sonytech Limited, a company under the laws of
British Virgin Islands;
|
|
4.
|
Rainbow
Wish, a company incorporated in British Virgin Islands (CI: 1035519) with
limited liability and having its registered office at Palm Grove House,
P.O. Box 438, Road Town, Tortola, British Virgin Islands and with an
authorised share capital of 50,000 no par value share of a single class.
Rainbow Wish has no other subsidiary except 25% of the issued and
outstanding share of CWT International Excursion Investment Limited, a
company under the laws of British Virgin
Islands;
|
|
5.
|
The
Vendor legally and beneficially owns 100% of the issued and fully paid
shares of Virtual Edge, CWTC, China Chance and Rainbow
Wish
|
|
6.
|
The
Vendor has agreed to sell, and the Purchaser has agreed to purchase 100%
of the Virtual Edge’s issued and outstanding registered shares (the
“Virtual Edge Shares”), 100% of the CWTC’s issued and outstanding
registered shares (the “CWTC Shares”), 100% of the China Chance’s issued
and outstanding registered shares (the “China Chance Shares”) and Rainbow
Wish’s issued and outstanding registered shares (the “Rainbow Wish
Shares”) upon the terms set out in this
Agreement.
|
|
7.
|
▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇”) legally and beneficially owns both 44% and 100%
of the issued and outstanding shares of the Vendor and Purchaser
respectively. There is shareholder’s loan amounted US$1,516,800 due from
the Vendor and payable to ▇▇▇▇▇ as of March 28, 2008 (“Due
Loan”).
|
|
8.
|
▇▇▇▇▇
desires to offset the Due Loan against the consideration to acquire the
shares Virtual Edge, CWTC, China Chance and Rainbow
Wish.
|
NOW IT IS AGREED:
|
1.
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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;
|
|
“Virtual
Edge”
|
Virtual
Edge Limited, details of which are set out in Schedule
1;
|
|
“CWTC”
|
China
World Trade Corporation, details of which are set out in Schedule
2;
|
|
“China
Chance”
|
China
Chance Enterprises Limited, details of which are set out in Schedule
3;
|
|
“Rainbow
Wish”
|
Rainbow
Wish Limited, details of which are set out in Schedule
4;
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- 2
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"Selling
Companies"
|
Collectively
refers to Virtual Edge, CWTC, China Chance and Rainbow
Wish;
|
|
“Selling
Shares”
|
Collectively
refers to Virtual Edge Shares, CWTC Shares, China Chance Shares and
Rainbow Wish Shares;
|
|
"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
|
|
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.
|
|
2.
|
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 Selling
Shares. The purchase price to be paid by the Purchaser on the
Closing Date for all of the Virtual Edge Shares, CWTC Shares, China Chance
Shares and Rainbow Wish Shares is set forth as follows for the transfer of
the Shares, payable in accordance with Clause 3.1(b)
hereof.
|
|
Selling
Shares
|
Consideration
|
|
|
Virtual
Edge Shares
|
USD
2,000
|
|
|
CWTC
Shares
|
USD
5,000
|
|
|
China
Chance Shares
|
USD
1,016,800
|
|
|
Rainbow
Wish Shares
|
USD
493,000
|
The
Selling 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.
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3.
|
CLOSING
DATE; EFFECTIVE DATE
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|
3.1
|
The
Vendor shall deliver to the Purchaser certain documents on the Closing
(the “Closing Date”) at 3/F Goldlion Digital Network Center, ▇▇▇-▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, People’s Republic of China at which time all
of the following business shall be
transacted:
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|
(a)
|
the
Vendor shall deliver to the
Purchaser:
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|
(i)
|
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 Virtual Edge Shares,
CWTC Shares, China Chance Shares and Rainbow Wish Shares duly executed by
the Vendor in favour of the
Purchaser;
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|
(iii)
|
all
relevant share certificates in respect of Virtual Edge Shares, CWTC
Shares, China Chance Shares and Rainbow Wish Shares;
and
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|
(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.
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|
(b)
|
the
Purchaser shall offset the Due Loan against the Consideration for the
transfer of all the Selling Shares under Clause
2.1.
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- 3
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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
|
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(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.
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3.3
|
The
Closing of the sale and purchase of the Shares shall occur on the
completion of Clause 3.1 (a) 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
|
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
|
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 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
|
5.1
|
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
|
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).
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6.2
|
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
|
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
|
Time
shall be of the essence of this
Agreement.
|
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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.
|
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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.
|
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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.
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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.
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- 4
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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.
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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.
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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.
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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 effects any
accrued rights and obligations of the parties as at the date of
termination.
|
7. GOVERNING
LAW
|
7.1
|
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.
|
[intentionally
left blank]
- 5
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SCHEDULE
1
COMPANY
|
Company
Name
|
VIRTUAL
EDGE LIMITED
|
|
C.I.
Number
|
312935
|
|
Place
of Incorporation
|
British
Virgin Islands
|
|
Date
of Incorporation
|
February
18, 1999
|
|
Authorised
Share Capital
|
2,500,000
shares with par value US$1.00
|
|
Registered
and beneficial Shareholders
|
SCHEDULE
2
COMPANY
|
Company
Name
|
CHINA
WORLD TRADE CORPORATION
|
|
C.I.
Number
|
595244
|
|
Place
of Incorporation
|
British
Virgin Islands
|
|
Date
of Incorporation
|
July
4, 2006
|
|
Authorised
Share Capital
|
50,000
shares with par value US$1.00
|
|
Registered
and beneficial Shareholders
|
100%
China World Trade Corp, a Nevada company
|
SCHEDULE
3
COMPANY
|
Company
Name
|
CHINA
CHANCE ENTERPRISES LIMITED
|
|
C.I.
Number
|
579210
|
|
Place
of Incorporation
|
British
Virgin Islands
|
|
Date
of Incorporation
|
January
26, 2004
|
|
Authorised
Share Capital
|
50,000
shares with par value US$1.00
|
|
Registered
and beneficial Shareholders
|
100%
China World Trade Corp, a Nevada company
|
SCHEDULE
4
COMPANY
|
Company
Name
|
RAINBOW
WISH LIMITED
|
|
C.I.
Number
|
1035519
|
|
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 World Trade Corp, a Nevada company
|
- 6
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EXECUTION
PAGE
|
SIGNED
by ▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
|
for
and on behalf of
|
|
|
CHINA WORLD TRADE
CORPORATION
|
|
in the
presence
of:
_______________________________
|
SIGNED
by ▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
|
for
and on behalf of
|
|
TOP SPEED TECHNOLOGIES
LIMITED
in the
presence
of:
_______________________________
|
SIGNED
by ▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
|
|
|
in the
presence
of:
_______________________________
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