EX-10.5
CASIN FACTORY ACQUISITION AGREEMENT
AGREEMENT
This memorandum of understanding made the twenty third of November one thousand
nine hundred and ninety eight.
Between Casin Video Cassette Limited of ninth floor Block A, Man Xxxx Industrial
Building, 7 Xxxxxx Xxx Street, Chai Wan, hereinafter referred to as "the vendor"
of the first part.
And Beacon Light Holding Corporation of 0 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx,
XX 00000-0000 U.S.A., or their nominee hereinafter referred to as "the
purchaser" of the second part.
Where as;
A. The Vendor is the owner of Casin Magnetic Manufactory, a manufacturing
company situated at the Lucky Industrial Area, Tong Xx Xxxxx Village, Song Gong
Town, Bao An Shenzen, Peoples Republic of China.
B. The purchaser has offered to purchase from the vendor the said
manufacturing company, inclusive of it's licenses to conducted a manufacturing
business in the Peoples Republic of China and it's tenancy agreement to lease
the factory buildings and purchase its fixed assets and inventory, and trade
names and trade marks, the vendor owns in respect of products Casin Magnetic
Manufactory manufactures.
Now it is hereby agreed and declared as follows:
1. The Vendor and the purchaser will enter into a formal agreement covering
the sale by the vendor of Casin Magnetic Manufactory to the purchaser.
2. The said formal agreement will include amongst its provisions, certain
provisions in relation to the following:
A) That the vendor has a Tenancy Agreement to lease the factory premises for
11 more years and that the vendor will warrant he has the right to assign the
said Tenancy Agreement and will agree to assign the Tenancy Agreement to the
Purchaser.
B) That the vendor will agree to sell to the purchaser the fixed assets as
listed in the evaluation report prepared for Beacon Light and inventory of Casin
Magnetic Manufactory that will be fully described in a schedule to the proposed
formal agreement.
C) That the vendor will affect the transfer of all licenses issued by the
Peoples Republic of China in respect of Casin Magnetic Manufactory's right to
conduct a manufacturing and export business on the date of the formal agreement
and will warrant that the said licenses are transferable.
D) That the vendor will agree to sell to the purchaser all of Casin Magnetic
Manufactory's current assets exclusive of receivables for completed deliveries
and services at the date of the proposed formal agreement.
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E) That the vendor will agree to sell to the purchaser all running orders of
Casin Magnetic Manufactory in existence at the date of the signing of the
proposed formal agreement and that the vendor will provide the purchaser with
all the necessary assistance to complete the said running orders.
F) That the vendor will agree to sell and transfer to the purchaser any
registration or trademark in respect of products manufactured by Casin Magnetic
Manufactory and the vendor further agrees to change his name to prevent any
conflicts with the said registrations and trademarks.
G) That the vendor will agree to assign to the purchaser any contracts in
respect of Casin Magnetic Manufactory employees and the vendor will warrant that
there are no other contracts in existence in respect of those employees.
H) The vendor will agree to transfer to the purchaser, all such information
inclusive of vendor lists and supplier lists in respect of Casin Magnetic
Manufactory.
I) The vendor will warrant that all items that he propose to sell to the
purchaser are free of any trade creditors other liabilities specific or
unspecified charges or any other encumbrances.
J) The purchaser agrees to pay to the vendor the amount of Hong Kong Dollars
Nine Million Four Hundred Eighty (9,480,000) as consideration of the said sale
and that an amount equal to twenty percent of the sale price will be kept in
escrow for a period of 2 months to discharge any liability that is the
responsibility of the vendor.
SIGNED FOR AND ON BEHALF OF SIGNED FOR AND ON BEHALF OF
CASIN VIDEO CASSETTE LTD. BEACON LIGHT HOLDING CORPORATION
/s/Xxx Xxxx /s/Xxxxx Xxxxxxxxx, President
------------------------- ----------------------------------
CASIN VIDEO CASSETTE LTD BEACON LIGHT HOLDING CORPORATION
/s/Xxxx Xxxxxxx /s/Fukman Yip
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