Exhibit 4.15
PRIVATE &
CONFIDENTIAL
BETWEEN
TAI ▇▇▇ ▇▇▇▇▇
as Vendor
AND
ASIASOFT GLOBAL PTE.
LTD.
as Purchaser
AGREEMENT RELATING TO
THE SALE AND PURCHASE OF 100% OF THE
REGISTERED CAPITAL OF ASIASOFT SOLUTIONS (GZ) LIMITED
CONTENTS
i
AGREEMENT
THIS AGREEMENT is entered into this
12 day of June 2007
BETWEEN:
| 1. |
▇▇▇
▇▇▇-▇▇▇▇▇ (Identification number: ▇▇▇▇▇▇▇(▇)) of Flat 26A, Tower 2, Wing Fai
Centre, Fanling, New Territories, Hong Kong, China (the ‘Vendor’); |
| 2. |
Asiasoft
Global Pte. Ltd.(Company Registration Number: 200424416M), a company
incorporated in Singapore and having its address at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ #▇▇-▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the ‘Purchaser’); and |
WHEREAS:
| (A) |
 Asiasoft
Solutions (GZ) Limited (Company Registration Number: ▇▇▇▇▇▇▇▇▇▇▇▇▇) (the
‘Company’) is a domestic company of limited liability
incorporated in China and having its address at ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ District, Guangzhou and has at the date of this Agreement a registered
capital of RMB 500,000. Further particulars of the Company are contained in Schedule
1. |
| (B) |
At
the date of this Agreement, the Vendor is the registered owner of RMB 500,000
in the registered capital of the Company (equivalent to 100% of the registered
capital of the Company). |
| (C) |
The
Vendor has agreed to sell, and the Purchaser has agreed to purchase, the Sale
Capital (as defined below) for the consideration, and on the terms and subject
to the conditions, contained in this Agreement (the ‘Acquisition’). |
NOW IT IS AGREED AS FOLLOWS:
| |
In
this Agreement and the Schedules, unless the context otherwise requires: |
| |
‘Amended
Business Licence’ means the business license of the Company to be issued by the
State Administration for Industry and Commerce of PRC or its designated local
authorities; following the relevant approval of the Agreement; |
| |
‘Blitz’
means Blitz Technologies Limited (Company Registration No.: 829869), a company
incorporated in Hong Kong and having its registered address at Unit B,
13/F., Empire Land Commercial Centre, ▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇
▇▇▇▇; |
| |
‘Business
Day’ means a day (other than a Saturday or Sunday) on which commercial banks are
open for business in People’s Republic of China; |
| |
‘Completion’
means the completion of the sale and purchase of the Sale Capital pursuant to Clause
5; |
1
| |
‘Completion
Date’ means the date falling seven (7) days after the last condition precedent
has been fulfilled and in any case, no later than fourteen (14) days after completion of
the Stock Purchase Agreement, or such other date as the Parties may agree in writing; |
| |
‘Confidential
Information’ means any information relating to the transactions contemplated
under this Agreement received by one Party from the other; |
| |
‘Deal’
means to sell, offer for sale, transfer, assign or grant or allow to exist any
Encumbrance, trust, option or other right in relation to the whole or any part of any Sale
Capital; |
| |
‘Encumbrance’
means any form of legal, equitable, or security interests, including but not limited to
any mortgage, assignment of receivables, debenture, lien, charge, pledge, title retention,
right to acquire, security interest, hypothecation, option, right of first refusal, any
preference arrangement (including title transfers and retention arrangements or otherwise)
or any other encumbrance or condition whatsoever or any other arrangements having similar
effect; |
| |
‘Group
Companies’ and ‘Group’ means the Company, and its subsidiaries
and associated companies, and ‘Group Company’ means any of them; |
| |
‘Hong
Kong Dollar(s)’ and the sign ‘HK$’ mean the lawful currency of
Hong Kong; |
| |
‘Parties’means
the Vendor and the Purchaser, and ‘Party’ means any of them; |
| |
‘PRC’means
the People’s Republic of China, which, for the purposes of this Agreement, shall
exclude Hong Kong, Macao Special Administrative Region and Taiwan; |
| |
‘Purchase
Consideration’ has the meaning ascribed to it in Clause 4.1; |
| |
‘Purchaser
Warranties’
means the representations, warranties and undertakings on the part of
the Purchaser set out in Clause 7; |
| |
‘Renminbi’
or ‘RMB’ means the lawful currency of the PRC; |
| |
‘Sale
Capital’ means the means the portion of the registered capital of the Company
referred to in Recital (B) which is to be sold by the Vendor to the Purchaser on
the terms and subject to the conditions contained in this Agreement; |
| |
‘Singapore
Dollar(s)’ and the sign ‘S$’ mean the lawful currency of
Singapore; |
| |
‘Stock
Purchase Agreement’ means the agreement dated 13 June 2007 entered into between
PC Holdings Pte. Ltd. and Top Image Systems, Ltd. for the acquisition of all the shares
held by PC Holdings Pte. Ltd. in Asiasoft Global Pte. Ltd. |
| |
‘Third
Party Confidential Information’ means Confidential Information belonging to a
person who is not party to this Agreement; |
| |
‘Transaction’includes
any transaction, act, event or omission of whatever nature; |
| |
‘Vendor
Warranties’ means the representations, warranties and undertakings on the part of the
Vendor set out in Clause 7; and |
2
| |
‘Warranties’
means, collectively, the Vendor Warranties and the Purchaser Warranties, and
‘Warranty’ shall mean any one of such Warranties. |
| |
The
headings in this Agreement are inserted for convenience only and shall be ignored in
construing this Agreement. Unless the context otherwise requires, words (including words
defined in this Agreement) denoting the singular number only shall include the plural and
vice versa. The words ‘written’ and ‘in
writing’ include any means of visible reproduction. References to the
‘Appendices’, ‘Clauses’, ‘Recitals’ and
‘Schedules’ are to the relevant appendices, clauses of, recitals of and
the schedules to this Agreement. |
| |
The
sale and purchase of the Sale Capital is conditional upon: |
| |
(a) |
no
material adverse change (as reasonably determined by the Purchaser in its
sole and absolute discretion) in the prospects, operations or
financial conditions of the Group, taken as a whole, occurring on or
before the Completion Date; |
| |
(b) |
the
lease agreement executed between the Vendor and Guangzhou Xianda Hotel Co.,
Ltd. in respect of ▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ District,
Guangzhou (the “Lease Agreement”) be amended such that the
tenant under the Lease Agreement is changed to the Company and the
Purchaser has no objections to the terms and conditions of the Lease
Agreement; |
| |
(c) |
the
certificate of approval by the relevant authorities for the acquisition of
the Sale Capital and the Amended Business License of the Company;
being obtained and not withdrawn, on or before Completion; |
| |
(d) |
an
employment agreement be entered into between the Vendor and the Company; |
| |
(e) |
a
novation arrangement be entered into between the Vendor, the Purchaser and
Blitz pursuant to which the debt of HK$2,777,000.00, being a debt
owed by Blitz to the Vendor (the ‘Debt’), shall be
novated to the Purchaser such that Blitz shall owe to the Purchaser
the full amount of the Debt and the Vendor shall no longer have any
further rights, title, interest, benefits, claims whatsoever arising
out of, under or in connection with the Debt; |
| |
(f) |
the
completion of the Stock Purchase Agreement in according to the terms and
subject to the conditions therein; and |
| |
(g) |
all
representations, undertakings and warranties of the Vendor under this
Agreement being complied with, are true, accurate and correct as at
the Completion Date in all material respects. |
| 2.2 |
Effect
Of Non-Fulfillment Of Conditions |
| |
If
any of the conditions in Clause 2.1 that is capable of being waived by the
Purchaser is not waived by the Completion Date or otherwise fulfilled, this Agreement
shall ipso facto cease and determine and none of the Parties shall have any claim
against the other for costs, damages, compensation or otherwise, save that the
Parties’ obligation of confidentiality under Clause 9 shall survive the
termination of this Agreement. |
3
| 3 |
SALE
AND PURCHASE OF SALE CAPITAL |
| |
Subject
to the terms and conditions of this Agreement, the Vendor shall sell the Sale Capital, and
the Purchaser, relying on inter alia the several representations, warranties and
undertakings contained in this Agreement, shall purchase the Sale Capital, free from all
Encumbrances and together with all rights attached thereto as at the Completion Date and
thereafter attaching thereto. |
| 4.1 |
Purchase
Consideration |
| |
The
consideration for the purchase of the Sale Capital (the ‘Purchase
Consideration’) shall be the nominal sum of S$1.00 for the purchase of the Sale
Capital which shall be payable to the Vendor if the Vendor complies with Clause
5.2. |
| |
Subject
as hereinafter provided, Completion shall take place at the offices of the Purchaser (or
at such other place as the Parties may agree in writing) on the Completion Date. |
| 5.2 |
Vendor’s
Obligations on Completion |
| |
On
the Completion Date, the Vendor shall deliver to the Purchaser the certificate of approval
from the Commission of Commerce and Amended Business License of the Company. |
| |
(a) |
If
the documents required to be delivered by the Vendor on Completion are not
forthcoming for any reason or if in any other respect the provisions
of Clause 5.2 are not fully complied with by the Vendor, the Purchaser shall
be entitled (in addition to and without prejudice to all other rights
or remedies available to it, including the right to claim damages): |
| |
(i) |
to
elect to terminate this Agreement; |
| |
(ii) |
to
effect Completion so far as practicable having regard to the defaults which
have occurred and without prejudice to its rights in respect thereof; or |
| |
(iii) |
defer
Completion to a date not more than 28 days after the Completion Date (in
which case the provisions of this Clause 5.4 shall apply to
Completion as so deferred). |
4
| |
(b) |
For
the avoidance of doubt, in the event that the Stock Purchase Agreement is
not completed according to the terms contained therein, the Purchaser
shall be entitled to terminate this Agreement and upon such
termination, this Agreement shall ipso facto cease and
determine and none of the Parties shall have any claim against the
other for costs, damages, compensation or otherwise. |
| |
The
Vendor represents and warrants to and undertake with the Purchaser and its successors in
title (with the intent that the provisions of this Clause 6.1 shall continue to
have full force and effect notwithstanding Completion) as follows: |
| |
(a) |
it
is and will on Completion be entitled to and is able to transfer the Sale
Capital to the Purchaser and under this Agreement; |
| |
(b) |
the
Sale Capital is fully paid-up; |
| |
(c) |
the
Vendor is the registered owner of the Sale Capital; |
| |
(d) |
the
Sale Capital is and will on Completion be free from all and any Encumbrances
whatsoever, and no other person has or shall have any rights of
pre-emption over such Sale Capital; |
| |
(e) |
it
has full power and capacity to enter into and perform this Agreement and this
Agreement when executed will constitute valid and binding obligations
on and against the Vendor; and |
| |
(f) |
the
execution and delivery of, and the performance by the Vendor of its
obligations under, this Agreement will not:- |
| |
(i) |
result
in a breach of any provision of any agreement to which the Vendor is a party;
or |
| |
(ii) |
result
a breach of any order, judgment or decree of any court, governmental
agency or regulatory body to which the Vendor is a party or by which the
Vendor is bound. |
| 6.2 |
Warranties
To Be Separate And Independent |
| |
The
Warranties shall be separate and independent and shall not be limited by anything in this
Agreement which is not expressly referenced to the Warranty concerned. |
| 6.3 |
Updating
To Completion |
| |
The
Vendor represents and warrants to and undertakes with the Purchaser and their successors
in title that the Warranties given by it will be fulfilled down to, and will be true and
correct in all material respects and not misleading at, Completion as if they had been
entered into afresh at Completion and with reference to the circumstances then existing at
Completion. |
5
| |
The
Warranties and all other provisions of this Agreement insofar as the same shall not have
been performed at Completion shall not in any respect be extinguished or affected by
Completion, or by any other event or matter whatsoever, except by a specific and duly
authorised written waiver or release by the Purchaser. |
| |
The
Vendor will and will procure that the Company will, do all such acts and things and
execute and file all such documents as may be required in connection with this Agreement
and the sale and purchase of the Sale Capital and the transfer of the ACME Trust Share as
expeditiously as practicable. |
| |
The
Vendor further undertakes that, before the issuance of the Amended Business License, if
the Company’s current business license (Registration No. 4401012046916) would expire
promptly, the Vendor will procure that the Company obtains a newly issued business license
to ensure that the legal entity qualification of the Company will not be influenced. |
| |
The
Vendor covenants not to Deal with the Sale Capital prior to Completion. |
| 9.1 |
Confidential
Information To Be Kept Confidential |
| |
9.1.1 |
Confidential
Information shall be used by each Party exclusively for the purpose of the transactions
contemplated by this Agreement only. Both Parties agree to hold in confidence all
information disclosed to it by the other Party unless it is required or desirous to be
disclosed by law, a court order or by any other competent authority or regulatory body,
and provided that the receiving Party shall notify the disclosing Party before disclosing
the Confidential Information so that the disclosing Party may be afforded the opportunity
to contest the order or otherwise seek modification to restrict disclosure. |
| |
9.1.2 |
The
Parties agree that no announcement of any Confidential Information shall be made by
either Party without prior consultation with the other Party. |
| |
9.1.3 |
The
restrictions above shall not apply to any Confidential Information: |
| |
(a) |
which
at the time of disclosure to the receiving Party is in the public domain;
or |
| |
(b) |
which
after such disclosure, becomes generally available to the public other
than by reason of breach of the restrictions above. |
| |
9.1.4 |
Any
Confidential Information imparted hereunder shall remain in the property of the
originating Party. |
6
| 9.2 |
Obligations
In This Clause To Endure |
| |
The
obligations contained in this clause shall inure, even after the termination of this
Agreement, without limit in point of time. |
| |
This
Agreement (together with any documents referred to herein or executed contemporaneously by
the Parties in connection herewith) embodies all the terms and conditions agreed upon
between the Parties as to the subject matter of this Agreement and supersedes and cancels
in all respects all previous agreements and undertakings, if any, between the Parties with
respect to the subject matter hereof, whether such be written or oral. |
| |
Any
liability to any Party under this Agreement may in whole or in part be released,
compounded or compromised, or time or indulgence given, by it in its absolute discretion
as regards the other Party under such liability without in any way prejudicing or
affecting its rights against such other Party. |
| 10.3 |
Indulgence,
Waiver, Etc. |
| |
No
failure on the part of either Party to exercise and no delay on the part of such Party in
exercising any right hereunder will operate as a release or waiver thereof, nor will any
single or partial exercise of any right under this Agreement preclude any other or further
exercise of it or any other right or remedy. |
| 10.4 |
Continuing
Effect Of Agreement |
| |
All
provisions of this Agreement shall not, so far as they have not been performed at
Completion, be in any respect extinguished or affected by Completion or by any other event
or matter whatsoever and shall continue in full force and effect so far as they are
capable of being performed or observed. |
| 10.5 |
Successors
And Assigns |
| |
This
Agreement shall be binding on and shall enure for the benefit of each of the Parties’
successors and assigns. Any reference in this Agreement to any of the Parties shall be
construed accordingly. |
| |
Any
time, date or period mentioned in any provision of this Agreement may be extended by
mutual agreement between the Parties in accordance with this Agreement or by agreement in
writing but as regards any time, date or period originally fixed or any time, date or
period so extended as aforesaid time shall be of the essence. |
| |
At
any time after the date of this Agreement, each Party shall, and shall use its best
endeavours to procure that any necessary third party shall, execute such documents and do
such acts and things as the other Parties may reasonably require for the purpose of giving
to such other Parties the full benefit of all the provisions of this Agreement. |
7
| |
No
remedy conferred by any of the provisions of this Agreement is intended to be exclusive of
any other remedy which is otherwise available at law, in equity, by statute or otherwise,
and each and every other remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law, in equity, by statute or
otherwise. The election of any one or more of such remedies by any Party shall not
constitute a waiver by such Party of the right to pursue any other available remedies. |
| 10.9 |
Severability
Of Provisions |
| |
If
any provision of this Agreement is held to be illegal, invalid or unenforceable in whole
or in part in any jurisdiction, this Agreement shall, as to such jurisdiction, continue to
be valid as to its other provisions and the remainder of the affected provision; and the
legality, validity and enforceability of such provision in any other jurisdiction shall be
unaffected. |
| |
(a) |
Notices
To Be In Writing |
| |
All
notices, demands or other communications required or permitted to be given or made
hereunder shall be in writing and delivered personally or sent by prepaid registered post
with recorded delivery, addressed to the intended recipient thereof at its address set
out at the front of this Agreement (or such other address as is notified by a Party from
time to time), and marked for the attention of such person (if any). |
| |
Any
such notice, demand or communication shall be deemed to have been duly served (if
delivered personally or given or made by facsimile) immediately or (if given or made by
letter) two Business Days after posting and in proving the same it shall be sufficient to
show that personal delivery was made or that the envelope containing such notice was
properly addressed, and duly stamped and posted or that the facsimile transmission was
properly addressed and despatched. |
| 10.11 |
Governing
Law And Jurisdiction |
| |
This
Agreement shall be governed by, and construed in accordance with, the laws of Israel and
the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of
the Israel and waive any objection to proceedings in any such court on the grounds of
venue or on the grounds that the proceedings have been brought in an inconvenient forum.
The submission by the Parties herein shall not affect the right of any Party to take
proceedings in any other jurisdiction nor shall the taking of proceedings in any
jurisdiction preclude any Party from taking proceedings in any other jurisdiction. |
8
SCHEDULE 1
PARTICULARS OF THE
COMPANY
Registration Number:
440102046916
Registered Office: ▇▇▇▇
▇▇▇, ▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ District, Guangzhou
Date and Place of
Incorporation: 25 January 2007, Guangzhou
Issued and Fully Paid-Up Capital: RMB
500,000
Legal Representative: ▇▇
▇▇▇ ▇▇▇-▇▇▇▇▇
Executive Director: ▇▇
▇▇▇ ▇▇▇-▇▇▇▇▇
Secretary: NIL
Auditors: Guangzhou Jin
Pu Certified Public Accounts
Accounting Reference
Date: 15 January 2007
9
IN WITNESS WHEREOF this Agreement has
been entered into on the date stated at the beginning.
|
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|
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|
|
| The Vendor |
|
| |
| Signed by |
) |
| TAI ▇▇▇ ▇▇▇▇▇ |
) |
| in the presence of: |
) |
| |
| |
| The Purchaser |
| |
| Signed by |
) |
| for and on behalf of |
) |
| ASIASOFT GLOBAL PTE LTD |
) |
| in the presence of: |
) |
10