EXHIBIT 10.1
AGREEMENT
EXHIBIT 10.1
THIS AGREEMENT is dated this 22nd day of December Two Thousand and Five
BETWEEN:
(1) PRAISE DIRECT HOLDINGS LIMITED, a company incorporated in the British
Virgin Island and having its registered office at P.O. Box 957,
Offshore Incorporation Centre, Road Town, Tortola, British Virgin
Islands (the "Vendor"); and
(2) XXXX XXXXXX (holder of People's Republic of China Passport
No.X00000000) of 000 Xxxxxxxxx, 0 Xxxxxxxxxx, Xxxxxxxx, Xxxxxxxx,
Xxxxxxxx Xxxxxxxx, Xxxxx (the "Purchaser").
WHEREAS:
(A) Jointland is incorporated under the laws of the State of Florida in
the United States of America, and is a company listed on the National
Association of Securities Dealers' Over-The-Counter Bulletin Board in
the United States of America (Stock Code: JLDV).
(B) The Vendor is as at the date hereof the registered and beneficial
owner of the Sale Shares and has agreed to sell and the Purchaser has
agreed to purchase from the Vendor the Sale Shares subject to and
upon the terms and conditions of this Agreement.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. INTERPRETATION
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1.1 In this Agreement (including the Recitals, Schedules and Exhibits),
unless the context otherwise requires, the following words and
expressions shall have the following meanings ascribed to each of them
below:
"Completion" means completion of the sale
and purchase of the Sale Shares
in accordance with Clause 4 of
this Agreement;
"Encumbrances" means any mortgage, charge,
pledge, lien, (otherwise than
arising by statute or operation
of law), equities,
hypothecation or other
encumbrance, priority or
security interest, deferred
purchase, title retention,
leasing, sale-and-repurchase or
sale-and-leaseback arrangement
whatsoever over or in any
property, assets or rights of
whatsoever nature and includes
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any agreement for any of the
same and reference to
"Encumbrance" shall be
construed accordingly;
"Jointland" means Jointland Development,
Inc.;
"Transfer Agent" means Mountain Share Transfer,
Inc. of 0000 Xxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000, Xxxxxx
Xxxxxx of America, the stock
transfer agent of Jointland;
"Sale Shares" means 1,000,000 shares
of common stock of Jointland
representing approximately
50.5% of the issued share
capital of Jointland registered
in the name of and beneficially
owned by the Vendor and for
which are agreed to be bought
and sold pursuant to this
Agreement;
"this Agreement" means this agreement for the
sale and purchase of the Sale
Shares, as amended from time
to time;
"US$" means United States Dollars,
the lawful currency of the Unit
-ed States of America;
"Warranties" has the meaning ascribed there-
to in Clause 5.1 and the
expression "Warranty" shall be
construed accordingly.
1.2 The headings of this Agreement are inserted for convenience only and
shall be ignored in construing this Agreement. Unless the context
otherwise requires, references in this Agreement to the singular shall
be deemed to include references to the plural and vice versa; references
to one gender shall include all genders and references to any person
shall include an individual, firm, body corporate or unincorporated.
1.3 References in this Agreement to Clauses, Schedules and Exhibits are
references to clauses of and schedules and exhibits to, this Agreement
and references to sub-clauses and paragraphs are unless otherwise
stated, references to sub-clauses and paragraphs of the Clause,
sub-clause or, as appropriate, the Schedule or the Exhibit in which the
reference appears.
1.4 Reference to any ordinance, regulation or other statutory provision or
Stock Exchange rules in this Agreement includes reference to such
ordinance, regulation, provision or rule as modified, consolidated or
re-enacted from time to time.
1.5 The Schedules and the Recitals shall form part of this Agreement.
2. SALE AND PURCHASE OF THE SALE SHARES
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2.1 Subject to and upon the terms and conditions of this Agreement, the
Vendor shall sell as beneficial owner and the Purchaser shall purchase
the Sale Shares with effect from Completion free from all Encumbrances
together with all rights now or hereafter attaching thereto including
but not limited to all dividends paid, declared or made in respect
thereof on or after the date of Completion.
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3. PURCHASE CONSIDERATION
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3.1 The consideration for the sale and purchase of the Sale Shares shall be
the sum of US$1.00 which shall be payable by the Purchaser to the Vendor
on Completion.
3.2 The Vendor hereby irrevocably confirms that the payment of US$1.00 to
the Vendor in the manner set out in Clause 3.1 shall be in full and
final satisfaction of the consideration for the sale and purchase of the
Sale Shares.
4. COMPLETION
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4.1 Completion of this Agreement shall take place after the execution of
this Agreement by both the Vendor and the Purchaser at the offices of
the Purchaser (or at other place as both the Vendor and the Purchaser
may mutually agree) when all (but not part only) of the following
businesses shall be transacted in respect of the sale and purchase of
the Sale Shares.
4.2 At Completion the Vendor shall as soon as practicable deliver to the
Transfer Agent, the original share certificate in respect of the Sale
Shares and relevant stock power duly executed by the Vendor in readiness
to effect the transfer of ownership of the Sale Shares to the Purchaser
and other documents required to be delivered by the Vendor to the
Transfer Agent for the purpose of the sale of the Sale Shares to the
Purchaser including without limitation to such forms, endorsement,
guarantees and assurance as the Transfer Agent may require in respect of
the transfer of ownership of the Sale Shares hereunder for the issue by
the Transfer Agent of the new share certificate in respect of 1,000,000
shares of the common stock of Jointland duly registered in the name of
the Purchaser.
4.3 Against compliance and fulfillment of all acts and the requirements set
out in Clause 4.2, the Purchaser shall pay to the Vendor the sum of
US$1.00 as purchase consideration of the Sale Shares.
5. WARRANTIES
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5.1 The Vendor hereby represents and warrants to the Purchaser (for itself
and for the benefit of its successors and assignors) that the warranties
set out below ("Warranties") are true and accurate in all respects as at
the time of Completion:-
(1) the Sale Shares are fully paid or credited as fully paid and are
as at the date of this Agreement beneficially owned by the
Vendor free from all Encumbrances and upon Completion, the legal
and beneficial ownership of the Sale Shares will be vested in
the Purchaser or, as the case may be, its nominees free from all
Encumbrances together with all rights now or attaching thereto
with effect from Completion; and
(2) immediately following Completion, the Purchaser will become the
sole shareholder of Jointland beneficially holding not less than
50.5% of the total issued share capital of Jointland.
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5.2 The Vendor agrees to fully indemnify and keep the Purchaser and its
assigns fully indemnified on demand and on a dollar-for-dollar basis
from and against all losses, liabilities damages, costs and expenses
(including legal expenses) which the Purchaser and its assigns may incur
or sustain from or in consequence of any of the Warranties not being
correct or fully complied with. This indemnity shall be without
prejudice to any other rights and remedies of the Purchaser and its
assigns in relation to any such breach of Warranties and all such rights
and remedies are hereby expressly reserved.
5.3 The Vendor acknowledges that the Purchaser in entering into this
Agreement is relying on such Warranties. The Warranties shall survive
Completion, but the Vendor shall not be liable for any claim in respect
of the Warranties and this Agreement unless the Vendor shall have
received from the Purchaser written notice of such claim specifying in
reasonable details the event or default to which the claim relates and
the nature of the breach and (if capable of being quantified at that
time) the amount claimed not later than the date falling on the expiry
of 18 months from the date of Completion (the "Warranties Expiry Date").
5.4 Notwithstanding any provision herein, the liability of the Vendor in
connection with the Warranties and this Agreement shall cease on the
Warranties Expiry Date except in respect of the matters which have been
the subject of a bona fide claim in writing notified to the Vendor in
compliance with Clause 5.3 as before such date.
6. FURTHER ASSURANCE
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6.1 The Vendor shall execute, do and perform or procure to be executed, done
and performed by other necessary parties all such further acts,
agreements, assignments, assurances, deeds and documents as the
Purchaser may require effectively to vest the registered and beneficial
ownership of the Sale Shares in the Purchaser free from all Encumbrances
and with all rights now and hereafter attaching thereto.
7. CONFIDENTIALITY AND ANNOUNCEMENTS
---------------------------------
7.1 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 to its respective
officers or employees whose province it 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.
7.2 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 law and the regulations or the requirements
of the relevant stock exchange or any other regulatory body or
authority.
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8. GENERAL
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8.1 This Agreement 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, arrangements, statements, undertakings or transactions
so superseded.
8.2 Any variation to this Agreement shall be binding only if recorded in a
document signed by all the parties hereto.
8.3 No party hereto may assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of the other
party.
9. NOTICES
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9.1 Any notice, consent, claim, demand, document or other communication
(collectively "Communication") required or permitted to be given or
served under this Agreement may be given or served by facsimile or by
leaving the same with or sending the same by registered post to the
party to or on which the same is to be given or served at the address
stated below or to the registered office of that party or at such other
address as that party shall specify by written notice given to the other
party:-
If to the Vendor:
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Address: Room 0000-0, 00xx Xxxxx, Xxxx Seng Building, Xx.00 Xxx
Xxxxx Xxxx, Xxxxxxx, Xxxx Xxxx
Fax Number: (000) 0000-0000
If to the Purchaser:
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Address: #337 Xiaoshao Road, Xiaoshau, Zhejiang Province, People's
Republic of China
Fax Number: (00) 000-0000-0000
9.2 Any Communication given or served by facsimile shall be deemed to be in
writing and to have been given or served on the date of despatch of the
same and in proving that any such Communication was so given or served
it shall be necessary only to prove the correct despatch of such
facsimile.
10. GOVERNING LAW AND JURISDICTION
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10.1 This Agreement shall be governed by and construed in accordance with the
laws of the Hong Kong Special Administrative Region.
10.2 The parties hereto hereby irrevocably submit to the non-exclusive
jurisdiction of the courts of the Hong Kong Special Administrative
Region.
IN WITNESS whereof this Agreement has been duly executed by all
parties hereto the day and year first above written.
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THE VENDOR
SIGNED by Xx. Xx Kexi, its sole )
director for and on behalf of Praise )
Direct Holdings Limited in the )
presence of:- )
THE PURCHASER
SIGNED by Xx. Xxxx Yurong )
(holder of PRC Passport )
No.X00000000) in the presence of:- )
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