Stock Sales Agreement
THIS
STOCK SALES AGREEMENT dated on the 5th
day of
October 2005
BETWEEN:
Value
Global International Ltd
of
P.O.
Box
957, Offshore Incorporations Centre,
Road
Town, Tortola , British Virgin Islands
(
the
‘Seller’)
OF
THE
FIRST PARTY
-AND-
Galaxy
View International Ltd. of
14/F,
Ren
Min Building, No.6002, ▇▇▇▇ ▇▇▇ Road
Fu
Tian
District, Shenzhen, P.R.C
(
the
‘Buyer’)
OF
THE
SECOND PARTY
RECITALS:
WHEREAS,
Seller held 1,222,065 shares of the restricted stock of China Digital
Communication Group, which is U.S public company listed on NASDAQ Bulleting
Board with Tickle “CHID”.
WHEREAS,
Seller is willing to sell to Buyer, and Buyer is willing to purchase from
Sellers, and, the Shares for the consideration specified and subject to the
terms, conditions and provisions hereinafter set forth.
NOW,
THEREFORE, in consideration of the premises and the mutual promises herein
made, and in consideration of the representations, warranties, and covenants
herein contained, the Parties agree as follows.
ARTICLE
I
SALES
OF SHARES
1.1
SALE
AND TRANSFER OF SHARES. Subject to the terms and conditions set forth
in
this Agreement, on the date of the agreement been signed by both parties ,
Sellers will transfer and convey the Shares to Buyer, and Buyer will acquire
the
Shares
from Sellers.
1.2
CONSIDERATION FROM BUYER AT EXECUTION/CLOSING. Buyer will accept the Shares
and
pay for the Shares according to 5% of discount of the closing high bid price
for
CHID Common Stock as reported on the NASDAQ OTCBB Market for the date of October
5th,
2005,
which was $0.475/share, with the sum of $580,480.87 USD, paid as follow:
| a. |
down
payment of $ 290,240.43 by cash no late than Dec 31,2005; and
|
| b. |
the
remainder of the purchase price by cash as required no late than
March.
31st,
2006.
|
ARTICLE
II
SELLER’S
REPRESENTATIONS AND WARRANTIES
Seller
represents and warrants that:
2.1 Seller
is
a corporation duly organized, validly existing and in good standing under
the
laws
of British Virgin Island and has all necessary corporate power to own its
properties and to operate its business as now owned and operated by it; and
neither the ownership of its properties nor the nature of its business requires
Seller to be qualified in any jurisdiction other than British Virgin
Island.
2.2 The
execution and delivery of this Agreement by the Company has been duly
authorized
by the Seller's Board of Directors and constitutes a valid and binding agreement
of selling Party, enforceable in accordance with its terms.
2.3 The
documents of Stock Sale Transaction provided by Seller to Buyer are genuine
and
legal.
2.4 Seller
has received no notice of any violation of any law, order, rule, regulation,
write,
injunction or decree of any governmental authority or court, domestic or
foreign, and, to the best of seller's knowledge, there are no such violations.
In addition, the execution of this Agreement and the consummation of the
transactions contemplated hereby will not result in any such
violation.
2.5 Seller
has 100% ownership on the stocks which will sell, transfer and deliver to
Buyer
in
accordance with the terms in this agreement, and will not be retrieved by any
third parity.
2.6 Seller
will coordinate with Buyer to complete the process of transferring the
Shares
specified in this agreement.
ARTICLE
III
BUYER'S
REPRESENTATIONS AND WARRANTIES
Buyer
represents and warrants that:
3.1
Buyer
is a corporation duly organized, existing and in good standing under the laws
of
British Virgin Island.
3.2
The
execution and delivery of this Agreement and the consummation of the transaction
by Buyer have been duly authorized and no further corporate authorization is
necessary on the part of Buyer.
3.3
Buyer
has financial ability to execute the agreement.
ARTICLE
IV
TAX
4.1
Seller and Buyer both acknowledge the sufficient of this consideration. In
addition to the purchase price specified in the Agreement, the amount of any
tax
applicable to the sale of the stocks will be paid by the parties respectively
according to the related law or regulation, or split by both parties if without
any law or regulation.
ARTICLE
V
MODIFICATION:
WAIVER
5.1
This
Agreement constitutes the entire agreement between the parties pertaining to
the
subject matter contained in it and supersedes all prior and contemporaneous
agreements, representations and understandings of the parties and their agents
and representatives. No supplement, modification or amendment of this agreement
shall be binding unless executed in writing by all the parties. No waiver of
any
of the provisions of this Agreement shall be deemed, or shall constitute, a
waiver of any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless executed
in
writing by the party making the waiver.
5.2
All
notices, changes, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given on
the
date of service if served personally on the party to whom notice is to be given,
or on the second day after mailing if mailed to the party to whom notice is
to
be given, by first class mail, registered or certified, postage prepaid, and
properly addressed as follows:
| To Seller at: |
Value
Global International Ltd
|
| P.O. Box 957, Offshore Incorporations Centre, |
| Road Town, Tortola , British Virgin Islands |
| To Buyer at: | Galaxy View International Ltd. of |
| 14/F, Ren Min Building, No.6002, ▇▇▇▇ ▇▇▇ Road |
| Fu Tian District, Shenzhen, P.R.C |
Any
party
may change its address for purposes of this paragraph by giving the other
parties written notice of the new address in the manner set forth
above.
ARTICLE
VI
CONFIDENTIALITY
6.1 Before
the closing date, besides required under applicable securities regulations,
both
parties will treat this Agreement, and the transactions contemplated hereby,
as
confidential, and will not issue any press release or otherwise provide any
information regarding such transactions to third party.
ARTICLE
VII
EVENTS
OF DEFAULT AND REMEDY
7.1 Each
Party has obligation to execute the agreement, in the events of default under
the Agreement,
the default party has to take all the breach obligation for the non-default
party.
7.2 Since
the
date of the agreement been signed by both parties, Seller shall not sell the
stocks
specified in the agreement to the third party or secondary market without the
consent of Buyer, or Buyer has the right to charge the penalty fine of the
sum
of this transaction of $580,480.87 USD.
7.3 Since
the
date of the agreement been signed by both parties, Buyer shall not default
Or terminate
the agreement without the consent of Seller, or Seller has the right to charge
the penalty fine of the sum of this transaction of $580,480.87 USD.
ARTICLE
VIII
GOVERNING
LAW
8.1
In
case
of disputes, both parties shall negotiate to resolve differences.
8.2
If
there
is a disagreement of dispute between the parties with respect to this agreement
of the interpretation thereof, such disagreement of dispute will be referred
to
binding arbitration to be conducted by a single arbitrator pursuant to the
provisions of Hong
Kong .
The
Chinese version of this agreement shall be the only version to be interpreted
by law.
ARTICLE
XIV
MISCELLANEOUS
9.1
Any addendum or modification to this agreement shall follow the rule of most
recent one overriding the older one.
9.2 This
agreement shall take effect after both parties or their designates sign their
names and stamp valid stamps.
9.3 This
agreement shall be triplicate,
every copy has the same legal right.
IN
WITNESS WHEREOF, the parties to this Agreement have duly executed it on
the
day
and year first above written.
Seller
:
Value
Global International Ltd
Legal
rep. (agent): ▇▇▇▇▇▇▇ ▇▇
Sign
(Seal): /s/ ▇▇▇▇▇▇▇ ▇▇
Buyer:
Galaxy
View International Ltd.
Legal
rep. (agent): ▇▇▇▇ ▇▇
Sign
(Seal): /s/ ▇▇▇▇ ▇▇