EXHIBIT 10.35
AGREEMENT FOR THE SALE AND PURCHASE OF SHARES IN
HAINAN SUNDIRO MOTORCYCLE COMPANY LTD.
The Seller: Hainan Zhongwei Agricultural Resources Co. Ltd.
Registered office: 6/F., Hongyun International Hotel,
13 Haixiu Avenue, Haikou City, Hainan Province
Legal representative: Xx. Xxx Xx Xxxx
The Purchaser: General Bureau of Hainan State Farms
Registered office: Nongken Road, Haixiu Avenue, Haikou City,
Hainan Province
Legal representative: Xx. Xxx Xx Xxxx
WHEREAS the Seller owns 63,787,200 Legal Person Shares of Hainan Sundiro
Motorcycle Company Ltd. (the "Company") and desires to sell part of and the
Purchaser desires to purchase part of such stock.
WHEREBY it is now agreed as follows:-
ARTICLE I
SALE OF SHARES
1.1 The Seller agrees to sell to the Purchaser, and the Purchaser agrees to
purchase from the Seller Legal Person Shares owned by the Seller and all of the
rights and interests of the Seller therein and thereto at the Effective Date of
this Agreement on terms and subject to the conditions set forth in this
Agreement.
1.2 The Seller owns 63,787,200 Legal Person Shares of the Company. The
number of shares to be sold to the Purchaser (the "Shares") is Twenty Four
Million Eight Hundred Seventy Seven Thousand and Eight (24,877,008) Legal Person
Shares, par value RMB1 per share, which constitutes approximately 3.37% of the
total issued and outstanding share capital of the Company.
ARTICLE II
PURCHASE CONSIDERATION
2.1 The total purchase consideration for the Shares under this Agreement is
Renminbi Yuan Seventy Million (RMB70,000,000) (the "Purchase Consideration").
2.2 The Purchase Consideration shall become payable to an account designated
by the Seller within 7 days after the completion of the registration of transfer
of shares in the Shenzhen Stock Exchange Registration Company Ltd.
2.3 The Seller shall give a notice to the Purchaser the next days after the
completion of registration of transfer of shares, designating its account for
the payment of the Purchase Consideration by the Purchaser.
2.4 Notwithstanding any other provisions of this Agreement, at any time
before the Purchaser makes payment of the Purchase Consideration, the Purchaser
shall be entitled to set off part or total Purchase Consideration with any
amount, owed by the Seller to the Purchaser. Upon the issuing of notice of such
set-off by the Purchaser to the Seller, the set-off shall take effect whereby
the Purchaser shall be released from payment of part or all the Purchase
Consideration and the Seller shall be released from its debt to the Purchaser by
the amount being set off.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller is hereby represents and warrants to the Purchaser as follows:
3.1 The Seller is a legal person duly organized and validly existing under
the laws of the People's Republic of China. The Seller has full corporate power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder.
3.2 The Company is listed on the Shenzhen Stock Exchange and as of the date
of this Agreement, its listing status has not been terminated, withdrawn,
suspended or restricted.
3.3 The Shares are duly authorized, validly issued, outstanding, fully paid
and nonassessable. The Seller owns the Shares free and clear of all liens,
security interests, pledges or encumbrances of any kind.
3.4 The execution and delivery by the Seller of this Agreement and the
performance by the Seller of its obligations under this Agreement shall not:
(a) conflict with or result in a violation or breach of any of the
certificate or articles of assoication or other comparable corporate charter
documents of the Seller or the Company;
(b) conflict with or result in a violation, default or breach, as
applicable, of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or contract or agreement applicable to the Seller
or the Company or any of their respective assets and properties.
3.5 The total number of shares of the Company owned by the Seller shall not
fall below 24,877,008 shares and be in conformity with the representations and
warranties made in Article 3.3 herein between the Effective Date of this
Agreement and the completion of registration of transfer of Shares with the
Registration Company.
3.6 The Seller shall disclose all information to its knowledge about the
Company which may cause the price of the Shares to move down at the Effective
Date of this Agreement other than information already made available and
accessible to the public.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Purchaser as follows:
4.1 The Purchaser is a legal person duly organized and validly existing
under the laws of the People's Republic of China. The Purchaser has full
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder.
4.2 The execution and delivery by the Purchaser of this Agreement and the
performance by the Purchaser of its obligations under this Agreement shall not:
(a) conflict with or result in a violation or breach of any of the
certificate or articles of incorporation or other comparable corporate charter
documents of the Purchaser or the Company;
(b) conflict with or result in a violation, default or breach, as
applicable, of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or contract or agreement applicable to the
Purchaser or the Company or any of their respective assets and properties.
ARTICLE V
EFFECTIVENESS OF THE AGREEMENT
5.1 This Agreement shall become binding and effective upon execution by both
the Seller and the Purchaser ("Effective Date").
5.2 Before the Effective Date of this Agreement, any rights and interests
related to the Shares shall be enjoyed by and, any obligations and liabilities
related to the Shares be undertaken by, the Seller.
5.3 The Seller agrees to assist the Purchaser to procure the formal ownership
of the Shares so as to enjoy all rights and interests and to undertake all
obligations and liabilities as a shareholder of the Company through the
completion of the registration of transfer in the Registration Company.
5.4 After the Effective Date of this Agreement, any rights and interests
related to the Shares shall be enjoyed by and any obligations and liabilities
shall be undertaken by the Purchaser except obligations or liabilities arising
out of any negligence or fault of the Seller before the completion of
registration which shall be undertaken by the Seller.
5.5 From the Effective Date of this Agreement to the completion of
registration of transfer:
(1) unless under the written instruction of the Purchaser otherwise, the
Seller shall take all necessary actions to exercise the rights entitled under
the Shares including rights to receive bonus shares, dividend and stock issue
through
capitalization of reserves, rights to participate in all right issues and their
subsequent transfer and listing of Shares and all other rights and shall not
waive any of the rights and interests entitled by the Shares, for and on the
benefit of the Purchaser.
The Seller shall give at least three (3) days advance notice to the
Purchaser before it takes any of the aforesaid action.
Any expenses and costs incurred in relation to the aforesaid action shall
be borne by the Purchaser and paid by the Seller in advance.
(2) Any of the liabilities incurred other than the liabilities undertaken
by the Purchaser in accordance with 5.5 (1) herein shall be undertaken by the
Seller.
ARTICLE VI
REPORT, PUBLIC ANNOUNCEMENT AND REGISTRATION
6.1 The sale of Shares under this Agreement shall be reported in writing to
the Company, Shenzhen Stock Exchange, Securities Administration Office of Hainan
Province and China Securities Supervision Commission.
6.2 Both parties hereto shall make public announcement separately in one of
the newspapers published nationwide and designated by the China Securities
Supervision Commission according to the Standard promulgated by the China
Securities Supervision Commission. Each party shall pay its own expenses related
to such announcement.
6.3 Both parties hereto shall make registration of transfer in the
Registration Company jointly within Fifteen (15) days from the Effective Date of
this Agreement. The parties shall tender the following documents to the
Registration Company: (1) identification certificate of person in charge of
application for registration (2) power of attorney of each party (3) this Stock
Purchase Agreement (4) other necessary documents for the registration. Each
party shall pay its own expenses related to such action.
ARTICLE VII
MISCELLANEOUS
7.1 This Agreement supersedes all prior discussion and agreements between the
parties hereto with respect to the subject matter hereof and contain the sole
and entire agreement between the parties hereto with respect to the subject
matter hereof.
7.2 The applicable law of this Agreement is the laws of the People's Republic
of China.
7.3 The heading used in this Agreement have been inserted for convenience of
reference only and do not define or limit the provision hereof.
7.4 This Agreement may be executed in any number of identical counterparts,
each of which will be deemed an original, but all of which together will
constitute one and the same instrument.
Dated this 17th day of April, 2001
The Seller:
Hainan Zhongwei Agricultural Resources Co. Ltd.
By: /s/ Li Fei Lie
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Li Fei Lie
The Purchaser:
General Bureau of Hainan State farms
By: /s/ Xxx Xx Quan
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Xxx Xx Xxxx
Agreement for the Sale and Purchase of Shares in Hainan Sundiro Motorcycle Co.
Ltd. by and between HARC and the Farming Bureau dated April 17, 2001 (Certified
English translation of original Chinese version)
The undersigned officer of China Resources Development, Inc. hereby certifies
that the foregoing is a fair and accurate English translation of the original
Chinese version of the Agreement for the Sale and Purchase of Shares in Hainan
Sundiro Motorcycle Co. Ltd. by and between HARC and the Farming Bureau dated
April 17, 2001.
/s/ Xxxx Xxx On
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Xxxx Xxx On, Director and Financial Controller
