EXHIBIT 10.28
AGREEMENT FOR THE SALE AND PURCHASE OF SHARES IN HAINAN ZHONGWEI
AGRICULTURAL RESOURCES CO., LTD.
This Agreement is made and entered into by and between:
The Seller : General Bureau of Hainan State Farms
Registered office: Nongken Road, Haixiu Avenue, Haikou City,
Hainan Province
Legal representative : Xx. Xxx Xx Xxxx
The Purchaser: Shenzhen Fengsun Development Co. Ltd.
Registered office: Xxxx 0000, Securities Building,
Futian District, Shenzhen City.
Legal representative : Xx. Xx Hai Tao
WHEREAS the Seller owns 39,000,000 shares, representing 39% of the total issued
and outstanding share capital of Hainan Zhongwei Agricultural Resources Company
Ltd. (the "Company") and desires to sell part of and the Purchaser desires to
purchase part of such share capital.
NOW IT IS HEREBY AGREED AS FOLLOWS:-
ARTICLE I SALE AND PURCHASE
Upon and subject to the terms and conditions of this Agreement, the Seller
shall sell and the Purchaser shall purchase 3,000,000 shares of the Company (the
"Shares") held by the Seller as from the Effective Date of this Agreement. The
Shares shall include all rights and interests attached to the Shares.
ARTICLE II PURCHASE PRICE
The consideration for the Shares shall be Renminbi Yuan Nine Million Nine
Hundred Fifty Four Thousand (RMB9,954,000) (the "Purchase Price") and shall be
payable within one month from the date of this Agreement.
ARTICLE III COMPLETION OF TRANSFER
The transfer of Shares shall take place at the headquarters of the
Company, except otherwise agreed by all parties concerned, the following
business shall be completed:-
(1) The Seller shall deliver or procure the delivery to the Purchaser
the following document:
(A) the share certificate for the Shares ; and
(B) the written resignation of all directors nominated by the
Seller.
(2) The Seller shall procure that a board meeting of the Company be held
to adopt the following resolutions:-
(A) appoint the nominees of the Purchaser as directors;
(B) approve the resignation submitted by the directors nominated by
the Seller and
(C) approve the registration of the transfer of Shares on the
shareholders register.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER
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 this Agreement and to perform its responsibility hereunder.
2 The Seller shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Seller.
3 The Shares are validly issued, outstanding, fully paid and nonassessable.
All related stamp duty has been paid. The Shares are free and clear of all
liens, security interests, pledges or encumbrances of any kind.
4 The execution by the Seller of this Agreement and the performance by the
Seller of its responsibility under this Agreement:
(A) shall not breach any articles of association or other comparable
corporate charter documents of the Seller and the Company;
(B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Seller and the Company or any of their assets and properties.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
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 this Agreement and to perform its responsibility
hereunder.
2 The Purchaser shall execute and to perform its responsibility of this
Agreement. The execution of this Agreement shall be duly and validly authorized,
and shall be legally enforceable against the Purchaser.
3 The execution by the Purchaser of this Agreement and the performance by
the Purchaser of its responsibility under this Agreement:
(A) shall not breach any articles of association or other comparable
corporate charter documents of the Purchaser;
(B) shall not breach any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or contract or agreement applicable
to the Purchaser or any of its assets and properties.
ARTICLE VI
EFFECTIVENESS OF THE AGREEMENT
1 This Agreement shall be binding and effective on the date of execution by
both parties.
2 The Purchaser shall be entitled to the ownership of the Shares and enjoy
rights and interests and undertake responsibilities and liabilities as a
shareholder of the Company on the date of execution of this Agreement.
ARTICLE VII
CONTINUING PERFORMANCE
1 Both the Seller and the Purchaser shall execute and perform and cause or
procure to execute and perform all such other documents, acts and things as may
be required by or incidental to the preparation, execution, completion and
performance of this Agreement and the documents and transactions contemplated
hereby.
2 After the completion of the transfer, all provisions hereof shall, so far
as they remain capable of being performed or observed, continue in full force.
ARTICLE VIII
LAW AND JURISDICTION
1 This Agreement is governed by and shall be construed in accordance with
the laws of the People's Republic of China.
2 The parties irrevocably submit to the exclusive jurisdiction of the courts
of the People's Republic of China.
ARTICLE IX
MISCELLANEOUS
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.
2 The heading used in this Agreement have been inserted for convenience of
reference only and do not define or limit the provision hereof.
3 This Agreement shall be executed in required number of counterparts, each
of which shall be deemed an original.
Dated this 17th day of April , 2001.
The Seller:
General Bureau of Hainan State Farms
By: /s/ Xxx Xx Xxxx
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Xxx Xx Quan
The Purchaser:
Shenzhen Fengsun Development Co. Ltd.
By: /s/ Xu Hai Tao
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Xu Hai Tao
Agreement for the Sale and Purchase of Shares in HARC by and between the Farming
Bureau and Shenzhen Fengsun Development Co. Ltd. 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 HARC by
and between the Farming Bureau and Shenzhen Fengsun Development Co. Ltd. dated
April 17, 2001.
/s/ Xxxx Xxx On
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Xxxx Xxx On, Director and Financial Controller
