PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and effective as
of this 11th day of April, 2003, by and between SCORE ONE, INC., a Nevada
corporation ("Score One"), and X.XXXXX LIMITED, a British Virgin Islands
corporation.
RECITALS:
WHEREAS, X.Xxxxx is the principal shareholder of Score One, Advanced
Technology Holdings Limited, a British Virgin Islands corporation ("Advanced
Technology"), is a wholly-owned subsidiary of Score One, and Fu Cheong
International Holdings Limited, a Hong Kong corporation ("Fu Cheong"), is a
majority-owned subsidiary of Advanced Technology;
WHEREAS, recent developments surrounding the listing of Fu Cheong's shares
on the Hong Kong Stock Exchange and the resignation of its chairman, Ho Wing
Cheong, have adversely affected Score One, Advanced Technology and Fu Cheong;
WHEREAS, the Board of Directors of Score One, a publicly held corporation
whose shares of common stock are quoted and traded from time to time in the
United States, determined under all the facts and circumstances presented that
it was in the best interests of the corporation and all of its shareholders to
dispose of its interests in Advanced Technology and Fu Cheong;
WHEREAS, X.Xxxxx desires to acquire the interests of Score One in
Advanced Technology and Fu Cheong in exchange for its interest in Score One; and
WHEREAS, Score One desires to sell its interests in Advanced Technology
and Fu Cheong to X.Xxxxx in consideration of X.Xxxxx's interest in Score One;
W I T N E S S E T H:
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
of the parties and for other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties,
intending to be bound legally, hereby agree as follows:
1 RECITALS. The foregoing Recitals to this Agreement are incorporated
in and made a part of this Agreement.
2. PURCHASE AND SALE; CLOSING. On the basis of the representations,
warranties and agreements contained herein and subject to and upon the terms and
conditions hereof, at the closing, Score One will sell, transfer, convey, assign
and deliver to X.Xxxxx the shares of Advanced Technology and Fu Cheong owned and
held by Score One and, as consideration thereof, X.Xxxxx will sell, transfer,
convey, assign and deliver to Score One the shares of Score One owned and held
by X.Xxxxx.
The closing shall take place on a day and at a place agreed to by the
parties hereto, but not later than the close of business on April 30, 2003
At the closing, Score One shall deliver to X.Xxxxx the originals and all
copies of all materials related to the Company, including financial statements,
except as provided herein; provided however that Score One and its auditors
shall, upon reasonable advanced notice, which may be oral, have access to such
materials as is reasonably necessary to Score One to prepare its financial
statements and income tax returns.
3. PURCHASE PRICE. In consideration of the sale, transfer,
conveyance, assignment and delivery of the Advanced Technology and Fu Cheong
shares by Score One to X.Xxxxx, and in addition to X.Xxxxx's assumption of
liabilities related thereto, X.Xxxxx will, in full payment thereof, sell,
transfer, convey, assign to Score One all of the shares of Score One common
stock its holds and owns, of record and beneficially.
4. LIABILITIES. At the closing, X.Xxxxx shall assume only those
liabilities and obligations of Advanced Technology and Fu Cheong, as the case
may be, to be performed after the closing, reflected or provided for in the
financial statements or arising in the ordinary course of business after the
date of the financial statements. All other liabilities and obligations of
Advanced Technology and Fu Cheong, as the case may be, shall be retained or
transferred to Score One and satisfied in due course.
5. REPRESENTATIONS AND WARRANTIES. Score One represents and warrants as
follows:
5.01 ORGANIZATION AND STANDING; POWER AND AUTHORITY. Score One is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation. The corporation is duly licensed or
qualified to do business as a foreign corporation and is in good standing under
the laws of any other jurisdictions in which the character of the properties
owned or leased by it therein or in which the transaction of its business makes
such qualification necessary. The corporation has all requisite corporate power
and authority to own its properties and carry on its business as now conducted.
The corporation is not in default with respect to any order of any court,
governmental authority or arbitration board or tribunal to which either is a
party or is subject, and is not in violation of any laws, ordinances,
governmental rules or regulations to which it is subject. The corporation has
obtained or can obtain without unreasonable expense in a reasonable period of
time all licenses, permits and other authorizations and has taken all actions
required by applicable laws or governmental regulations in connection with its
business as now conducted.
5.02 AUTHORIZATION, VALIDITY AND EFFECT OF AGREEMENTS. The execution
and delivery of this Agreement and all agreements and documents contemplated
hereby by Score One and the consummation by it of the transactions contemplated
hereby, have been duly authorized by all requisite corporate action. This
Agreement constitutes, and all agreements and documents contemplated hereby when
executed and delivered pursuant hereto for value received, will constitute, the
valid and legally binding obligations of Score One, enforceable in accordance
with their terms, subject as to enforcement to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting
creditors' rights and to general
equity principles. The consummation of the transactions contemplated hereby
does not require the consent of any third party not obtained, will not result in
the breach of any term or provision of, or constitute a default under, any
order, judgment, injunction, decree, indenture, mortgage, lease, lien, other
agreement or instrument to which Score One is a party or by which it is bound,
and will not violate or conflict with any provision of the by-laws or
certificate of incorporation of Score One.
5.03 LITIGATION. Except for the investigation in Hong Kong and the
cooperation with the Securities and Exchange Commission. there is no claim,
action, suit, arbitration or other legal or administrative proceeding, nor any
order, decree or judgment pending or in effect, or to the best knowledge of
Score One, in progress or threatened, against or relating to Score One,
Advanced Technology or Fu Cheong, any of their officers or directors or the
transactions contemplated by this Agreement which could have a materially
adverse effect on Score One.
5.04 NO BREACH OR DEFAULT. Score One is not in default under any
contract to which it is a party or by which it is bound, nor has any event
occurred which, after the giving of notice or the passage of time or both, would
constitute a default under any such contract.
5.05 CONSENTS. Score One is not subject to any law, ordinance,
regulation, rule, order, judgment, injunction, decree, charter or by-law, or
contract, commitment, lease, agreement, instrument or other restriction of any
kind, that would prevent the consummation of this Agreement or any of the
transactions contemplated hereby if the consent of any third party is not
obtained, that would require the consent of any third party to the consummation
of this Agreement or any of the transactions contemplated hereby, or that would
result in any penalty, forfeiture or termination as a result of such
consummation.
5.06 ABSENCE OF VIOLATION. Neither the execution, delivery nor
performance of this Agreement nor the consummation of the transactions
contemplated hereby will, with or without the giving of notice or the passage of
time, or both, conflict with, constitute a violation or default under, or result
in a right to accelerate or loss of rights under, or result in the creation of
any lien, charge or encumbrance pursuant to, any provision of either party's
certificate of incorporation or any mortgage, deed of trust, lease, permit,
license, agreement, understanding, law, rule or regulation or any order,
judgment or decree to which Score One is a party or by which it may be bound
or affected.
6. REPRESENTATIONS AND WARRANTIES OF X.XXXXX. X.Xxxxx represents and
warrants to Score One as follows:
6.01 ORGANIZATION AND STANDING; POWER AND AUTHORITY. X.Xxxxx is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation. The corporation is duly licensed or
qualified to do business as a foreign corporation and is in good standing under
the laws of any other jurisdictions in which the character of the properties
owned or leased by it therein or in which the transaction of its business makes
such qualification necessary. The corporation has all requisite corporate power
and authority to own its properties and carry on its business as now conducted.
The corporation is not in default with respect to any order of any court,
governmental authority or arbitration board or tribunal to which either is a
party or is subject, and is not in violation of any laws, ordinances,
governmental rules or regulations to which it is subject. The corporation has
obtained or can obtain without unreasonable expense in a reasonable period of
time all licenses, permits and other authorizations and has taken all actions
required by applicable laws or governmental regulations in connection with its
business as now conducted.
6.02 AUTHORIZATION, VALIDITY AND EFFECT OF AGREEMENTS. The execution
and delivery of this Agreement and all agreements and documents contemplated
hereby by X.Xxxxx and the consummation by it of the transactions contemplated
hereby, have been duly authorized by all requisite corporate action. This
Agreement constitutes, and all agreements and documents contemplated hereby when
executed and delivered pursuant hereto for value received, will constitute, the
valid and legally binding obligations of X.Xxxxx, enforceable in accordance with
their terms, subject as to enforcement to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting creditors'
rights and to general
equity principles. The consummation of the transactions contemplated hereby
does not require the consent of any third party not obtained, will not result in
the breach of any term or provision of, or constitute a default under, any
order, judgment, injunction, decree, indenture, mortgage, lease, lien, other
agreement or instrument to which X.Xxxxx is a party or by which it is bound, and
will not violate or conflict with any provision of the by-laws or certificate of
incorporation of X.Xxxxx.
6.03 LITIGATION. Except for the investigation in Hong Kong and the
cooperation with the Securities and Exchange Commission. there is no claim,
action, suit, arbitration or other legal or administrative proceeding, nor any
order, decree or judgment pending or in effect, or to the best knowledge of
X.Xxxxx, in progress or threatened, against or relating to X.Xxxxx, any of its
officers or directors or the transactions contemplated by this Agreement which
could have a materially adverse effect on X.Xxxxx.
6.04 NO BREACH OR DEFAULT. X.Xxxxx is not in default under any
contract to which it is a party or by which it is bound, nor has any event
occurred which, after the giving of notice or the passage of time or both, would
constitute a default under any such contract.
6.05 CONSENTS. X.Xxxxx is not subject to any law, ordinance,
regulation, rule, order, judgment, injunction, decree, charter or by-law, or
contract, commitment, lease, agreement, instrument or other restriction of any
kind, that would prevent the consummation of this Agreement or any of the
transactions contemplated hereby if the consent of any third party is not
obtained, that would require the consent of any third party to the consummation
of this Agreement or any of the transactions contemplated hereby,or that would
result in any penalty, forfeiture or termination as a result of such
consummation.
6.06 ABSENCE OF VIOLATION. Neither the execution, delivery nor
performance of this Agreement nor the consummation of the transactions
contemplated hereby will, with or without the giving of notice or the passage of
time, or both, conflict with, constitute a violation or default under, or result
in a right to accelerate or loss of rights under, or result in the creation of
any lien, charge or encumbrance pursuant to, any provision of either party's
certificate of incorporation or any mortgage, deed of trust, lease, permit,
license, agreement, understanding, law, rule or regulation or any order,
judgment or decree to which X.Xxxxx is a party or by which it may be bound
or affected.
6.03 CONSENTS. X.Xxxxx is not subject to any law, ordinance,
regulation, rule, order, judgment, injunction, decree, charter or by-law, or
contract, commitment, lease, agreement, instrument or other restriction of any
kind, that would prevent the consummation of this Agreement or any of the
transactions contemplated hereby if the consent of any third party is not
obtained, that would require the consent of any third party to the consummation
of this Agreement or any of the transactions contemplated hereby, or that would
result in any penalty, forfeiture or termination as a result of such
consummation.
7. OTHER COVENANTS AND AGREEMENTS.
7 .01 INDEMNIFICATION BY SCORE ONE. Upon the terms and subject to the
conditions set forth herein, Score One agrees to indemnify and hold X.Xxxxx
harmless against, and will reimburse X.Xxxxx on demand for, any payment, loss,
cost or expense (including reasonable attorney's fees and reasonable costs of
investigation incurred in defending against such payment, loss, cost or expense
or claim therefor) made or incurred by or asserted against X.Xxxxx at any time
after closing in respect of:
(a) any and all liabilities or obligations of Score One, Advanced
Technology or Fu Cheong of any nature (whether accrued, absolute, contingent or
otherwise and whether a contractual, tax or other type of liability, obligation
or claim) not assumed by X.Xxxxx pursuant to this Agreement; and
(b) any and all damage or deficiency resulting from any
omission, misrepresentation, breach of warranty, or nonfulfillment of any term,
provision, covenant or agreement on the part of Score One contained in this
Agreement, or from any misrepresentation in, or omission from, any certificate
or other instrument furnished or to be furnished to I. World pursuant to this
Agreement.
7.02 INDEMNIFICATION BY X.XXXXX. Upon the terms and subject to the
conditions set forth herein, X.Xxxxx agrees to indemnify and hold Score One
harmless against, and will reimburse Score One on demand for, any payment, loss,
cost or expense (including reasonable attorney's fees and reasonable costs of
investigation incurred in defending against such payment, loss, cost or expense
or claim therefor) made or incurred by or asserted against Score One at any time
after closing in respect of :
(a) any omission, misrepresentation, breach of
warranty, failure to perform or discharge any of the assumed obligations and
liabilities herein, or nonfulfillment of any term, provision, covenant or
agreement on the part of X.Xxxxx contained in this Agreement, or from any
misrepresentation in, or omission from, any certificate or other instrument
furnished or to be furnished to Score One pursuant to this Agreement; and
(b) any and all damage or deficiency resulting from any
omission, misrepresentation, breach of warranty, or nonfulfillment of any term,
provision, covenant or agreement on the part of Score One contained in this
Agreement, or from any misrepresentation in, or omission from, any certificate
or other instrument furnished or to be furnished to Score One pursuant to this
Agreement.
7.03 CONDITIONS OF INDEMNIFICATION. With respect to any actual or
potential claim, any written demand, the commencement of any action, or the
occurrence of any other event which involves any matter or related series of
matters (a "Claim") against which a party hereto is indemnified (the
"Indemnified Party") by the other party (the "Indemnifying Party") under Section
7.01 or 7.02 hereof:
(a) Promptly after the Indemnified Party first receives written
documents pertaining to the Claim, or if such Claim does not involve a third
party Claim (a "Third Party Claim"), promptly after the Indemnified Party first
has actual knowledge of such Claim, the Indemnified Party shall give notice to
the Indemnifying Party of such Claim in reasonable detail and stating the amount
involved, if know, together with copies of any such written documents.
(b) The Indemnifying Party shall have no obligation to
indemnify the Indemnified Party with respect to any Claim if (i) the
Indemnified Party fails to give the notice with respect thereto in accordance
with Section 7.03 hereof, or (ii) the notice with respect thereto is not given
on or before the first anniversary of the Closing Date.
(c) If the Claim involves a Third Party Claim, then the
Indemnifying Party shall have the right, at its sole cost, expense and ultimate
liability regardless of the outcome, and through counsel of its choice (which
counsel shall be reasonably satisfactory to the Indemnified Party), to litigate,
defend, settle or otherwise attempt to resolve such Third Party Claim; provided,
however, that if in the Indemnified Party's reasonable judgment a conflict of
interest may exist between the Indemnified Party and the Indemnifying Party with
respect to such Third Party Claim, then the Indemnified Party shall be entitled
to select counsel of its own choosing, reasonably satisfactory to the
Indemnifying Party, in which event the Indemnifying Party shall be obligated to
pay the reasonable fees and expenses of such counsel. Notwithstanding the
preceding sentence, the Indemnified Party may elect, at any
time and at the Indemnified Party's sole cost, expense and ultimate liability,
regardless of the outcome, and through counsel of its choice, to litigate,
defend, settle or otherwise attempt to resolve such Third Party Claim. If the
indemnified Party so elects (for reasons other than the Indemnifying Party's
failure or refusal to provide a defense to such Third Party Claim), then the
Indemnifying Party shall have no obligation to indemnify, the Indemnified Party
with respect to such Third Party Claim, but such disposition will be without
prejudice to any other right the Indemnified Party may have to indemnification
under Section 7.01 or 7.02 hereof, regardless of the outcome of such Third Party
Claim. If the Indemnifying Party fails or refuses to provide a defense to any
Third Party Claim, then the Indemnified Party shall have the right to undertake
the defense, compromise or settlement of such Third Party Claim, through
counsel of its choice, on behalf of and for the account and at the risk of the
Indemnifying Party, and the Indemnifying Party shall be obligated to pay the
reasonable costs, expenses and attorney's fees incurred by the Indemnified Party
in connection with such Third Party Claim. In any event, Score One and X.Xxxxx
shall fully cooperate with each other and their respective counsel in connection
with any such litigation, defense, settlement or other attempted resolution and
the Indemnified Party shall not settle or compromise such Third Party Claim
without the written consent of the Indemnifying Party, which consent shall not
be unreasonably withheld.
8. DELIVERY BY SCORE ONE AT CLOSING. At or before closing, Score One
shall deliver to X.Xxxxx:(i) the Advanced Technology and Fu Cheong shares,
without liens or encumbrances, duly endorsed for transfer, and other records,
documents and instruments, in form sufficient to transfer and convey to X.Xxxxx
title to such shares, (ii) all books, records, plans, operating reports,
studies, files, client information and all other materials in Score One's
possession or control which are reasonably related to Advanced Technology and Fu
Cheong, and (iii) any additional documents reasonably necessary to close the
transactions contemplated herein. Score One may retain copies of books and
records as reasonably necessary to Score One and to determine or respond to
existing or ongoing obligations of Score One, including Score One's liability
for federal, local, foreign or other tax obligations. Score One shall provide a
list in writing of such books and records to X.Xxxxx.
9. DELIVER BY X.XXXXX AT CLOSING. At or before closing, X.Xxxxx shall
deliver to Score One:(i)the Score One shares, without liens or encumbrances,
duly endorsed for transfer, and other records, documents and instruments, in
form sufficient to transfer and convey to Score One title to such shares,and
(ii) any additional documents reasonably necessary to close the transactions
contemplated herein. (
10. FURTHER DOCUMENTS OR ASSURANCES. At any time and from time to time
after closing, at either party's request and without additional cost or
consideration, the parties will execute and deliver such other instruments of
sale, transfer, conveyance, assignment and confirmation, and shall take such
action as the other party may reasonably deem necessary or desirable in order to
more effectively transfer, convey and assign to the other party the Advanced
Technology and Fu Cheong shares or the Score One shares, as the case may be, and
to confirm the other party's title to such shares and to assist the other party
in exercising all rights with respect thereto.
11. SURVIVAL OF SCORE ONE'S AND X.XXXXX REPRESENTATIONS AND
WARRANTIES. The representations and warranties made by the parties in
this Agreement or pursuant hereto shall survive closing and shall not
be deemed waived by any investigation, audit, appraisal or inspection at any
time made by or on behalf of either party.
12. BROKERS; EXPENSES.
The parties represent to each other that neither has engaged, or
incurred any unpaid liability for any brokerage fees, finder's fees, commissions
or similar payment to any broker, finder or agent in connection with the
transactions contemplated by this Agreement. Each party hereto shall pay its
own expenses incurred in connection with this Agreement and in the preparation
for and consummation of the transactions provided for herein.
13. MISCELLANEOUS.
13.01 NOTICES. All notices, demands, requests or other communications
which may be or are required to be given or made by any party to any other
party pursuant to this Agreement shall be in writing and shall be hand-delivered
or transmitted by telegram, telex or facsimile transmission addressed as
follows:
If to Score One: Score One, Inc.
Xxxx 0, 00xx Xxxxx, Cable TV Tower
9 Xxx Xxxxx Road
Tsuen Wan, NT
Hong Kong
Attention: Ho Wing Hung
Fax: x000-0000-0000
If to X.Xxxxx: X.Xxxxx Limited
Unit 2, 34th Floor, Cable TV Xxxxx
0 Xxx Xxxxx Xxxx
Xxxxx Xxx, XX
Xxxx Xxxx
Fax: Ho Wing Cheong
Fax: x000-0000-0000
or such other address as the addressee may indicate by written notice to the
other party.
13.02. GOVERNING LAW. This Agreement, the rights and obligations of
the parties hereto and any claims or disputes relating thereto shall be
governed by and construed under the laws of Nevada, excluding the choice of law
rules thereof.
13.03. HEADINGS. The captions and headings herein are for convenience
and reference only and in no way define or limit the scope or content of this
Agreement or in any way affect its provisions.
13.04. CONSTRUCTION. The singular shall include the plural; masculine
shall include the feminine.
13.05 SEVERABILITY. If any part of any provision of this Agreement or
any other agreement, document or writing given pursuant to or in connection with
this Agreement shall be invalid or unenforceable under applicable law, such part
shall be ineffective to the extent of such invalidity or unenforceability only,
without in any way affecting the remaining parts of such provisions or the
remaining provisions of said agreement.
13.06 ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement the
documents referred to herein contain the final and entire agreement between the
parties hereto with respect to the purchase and sale of shares described herein
and are intended to be an integration of all prior negotiations and
understandings. The parties hereto shall not be bound by any terms, conditions,
statements, warranties or representations, oral or written, not contained
herein. No change or modification of this Agreement shall be valid unless the
same is in writing and signed by the parties hereto. No waiver of any of the
provisions of this Agreement shall be valid unless the same is in writing and is
signed by the party against which it is sought to be enforced.
13.07 SIGNATURE IN COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement
may be executed in separate counterparts, none of which need contain the
signatures of all parties, each of which shall be deemed to be an original, and
all of which taken together constitute one and the same instrument. It shall
not be necessary in making proof of this Agreement to produce or account for
more than the number of counterparts containing the respective signatures of, or
on behalf of, all of the parties hereto. This Agreement may be executed by
facsimile signatures.
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
or caused this Agreement to be duly executed and delivered on its behalf, as of
the date and year first above written.
ATTEST SCORE ONE, INC.
/s/ /s/
______________________ By __________________________
Name: Name: Ho Wing Hung
Title: Title: Director
ATTEST: X.XXXXX LIMITED
/s/ /s/
______________________ By _________________________
Name: Name: Ho Wing Cheong
Title: Title: Director
