Contract
Exhibit 10.4
Date: 30
December 2009
GREATGRAND
GLOBAL LIMITED
AND
GREAT EAST (OVERSEAS) PACKAGING
LIMITED
_______________________________________________
SUBSCRIPTON
AGREEMENT
________________________________________________
THIS
AGREEMENT is made and entered into the 30th
December 2009, by and between:
GREATGRAND GLOBAL LIMITED, a
company incorporated in the British Virgin Islands whose registered office is
situated at P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands (hereinafter referred to as the
"Company") (Refer to
Appendix 1 for details), and
GREAT EAST (OVERSEAS) PACKAGING
LIMITED, a company incorporated in the Hong Kong Special Administration
Region whose registered office is situated at 203 Hankow Centre, 0-00 Xxxxxx
Xxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxx Xxxx (hereinafter referred to as the "Subscriber").
Whereas:
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1.
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The
Company is incorporated in the British Virgin Islands on 2nd
day of July, 2002 in accordance with the International Business
Act. As of the date of this Agreement, the authorized share
capital of the Company is USD50,000.00, divided into 50,000 ordinary
shares with a par value of USD1.00 per share. The total issued
share capital is 1 share totalling
USD1.00.
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2.
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The
Company and the Subscriber agree to issue new ordinary shares and/or
arrange to transfer ordinary share(s) of the Company to the Subscriber in
accordance with the terms and conditions of this Agreement, and the
Subscriber agrees to subscribe to new ordinary shares from the Company
and/or buy existing ordinary shares of the Company in accordance with the
terms and conditions of this
Agreement.
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NOW IT IS
HEREBY AGREED as follows:
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1.
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Definition
and interpretations
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1.1
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In
this Agreement, where the context so admits the following words and
expressions shall have the following
meanings:
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“Agreement” means this
Agreement;
“BKI” means Best Key Investment
Limited, a company incorporated in Hong Kong with registered office situated at
203 Hankow Centre, 0-00 Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxx
Xxxx;
“Completion” means the
completion of the Subscription in accordance with clause 5;
“Completion Date” means the
Business Day immediately following the date when the Conditions have been
fulfilled or such other date as the Company and the Subscriber may agree in
writing;
“Conditions Precedent” means
the conditions precedent to Completion set out in Clause 4;
“Encumbrances” means a
mortgage, charge, pledge, lien, option, restriction, right of first refusal,
right of pre-emption, third-party right or interest, other encumbrance or
security interest of any kind, or another type of preferential arrangement
(including, without limitation, retention arrangement) having similar
effect;“GEPH” means
Great East Packaging Holdings Limited, a company incorporated in the BVI whose
registered office is situated at X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx
Xxxxxx Xxxxxxx;
“GEPI” means Great East
Packaging International Limited, a company incorporated in the BVI whose
registered office is situated at X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx
Xxxxxx Xxxxxxx;
“Long Stop Date” means 30th
December 2009 or such later date as may be agreed in writing between the Company
and the Subscriber;
“Option Agreement” means the
option agreement to be entered into between GEPI and GEPH
“SP Agreement” means the sale
and purchase agreement to be entered into between GEBD as the vendor and Top
Sharp as the purchaser in respect of entire issued share capital of
BKI
“Top Sharp” means Top
Sharp Investments Limited, a company incorporated in the BVI whose
registered office is situate at P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands
“XXX” means Upjoy Holdings
Limited, a company incorporated in the BVI whose registered office is situated
at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
Virgin Islands;
“UJI” means United Joy
International Limited, a company incorporated in the BVI whose registered office
is situated at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
British Virgin Islands.
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1.3
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References
herein to Clauses and Schedules are to clauses in and schedules to this
Agreement (unless the context requires otherwise). The
Schedules to this Agreement shall be deemed to form part of this
Agreement.
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2.
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Issued
Share Capital
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In
compliance with the terms and conditions of this Agreement, the Company shall
issue new ordinary shares to the Subscriber and the Subscriber shall pay the
consideration as stated in Clause 3 of this Agreement to subscribe for the new
ordinary share(s) (free from any options, mortgages, lien, equities,
encumbrances, pre-emptive rights or any other third party rights).
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3.
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Consideration
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The
consideration for the subscription is US$9,999.00 (US Dollars 9,999 Only) (the
“Consideration”).
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4.
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Conditions
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4.1
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Completion
of the Subscription shall be conditional upon the following conditions
having been fulfilled or, at the discretion of the Subscriber,
waived:
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(a)
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the
option agreement between GEPH and GEPI remains legally binding and
enforceable;
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(b)
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the
subscription agreement between UJI and the Subscriber remains legally
binding and enforceable;
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(c)
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the
subscription agreement between XXX and Subscriber remains legally binding
and enforceable; and
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(d)
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the
SP Agreement between GEPI and Top Sharp remains legally binding and
enforceable.
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4.2
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In
the event that any of the Conditions is not fulfilled, or waived by the
Subscriber by the Long Stop Date, this Agreement and all rights and
obligations of the parties hereunder shall automatically cease and
terminate save for accrued rights and
obligations.
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4.3
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The
Company undertakes to notify the Subscriber promptly in writing following
the satisfaction of the Conditions.
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5.
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Completion
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Upon
completion of this Agreement, the Company shall deliver or arrange to deliver
the following to the Subscriber or the designated representative of the
Subscriber:
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(A)
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Executed
documents in relation to the issue of the company’s ordinary shares
(including the original copy of this Agreement). The share
certificate shall be delivered to the Subscriber and/or the designated
representative of the Subscriber(s) after the execution of this Agreement
and the completion of all registration and printing procedures;
and
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(B)
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A
copy of the board resolution of the Company in relation to the approval of
the Subscriber and/or the designated representative of the Subscriber to
be a shareholder of the Company.
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The
Subscriber shall pay to the Company the sum in the amount of the Consideration
as stipulated in Clause 3 of this Agreement.
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6.
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Notices
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6.1
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All
notices, approvals, consents and any other correspondence in relation this
Agreement:
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(A)
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shall
be in writing; and
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(B)
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shall
be delivered to the recipient’s address, or mailed to the recipient’s
address by prepaid surface mail (by airmail if mailed to regions outside
Hong Kong), or delivered by fax to the recipient’s fax number as
stipulated in this clause, or to any other addresses in Hong Kong or fax
numbers as notified by the
recipient.
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6.2
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The
correspondence addresses and fax numbers of all parties are as
follows:
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The
Company: GREATGRAND GLOBAL LIMITED
Correspondence
Address: P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands
Fax
Number: (000) 0000-0000
The
Subscriber: GREAT EAST (OVERSEAS) PACKAGING LIMITED
Correspondence
Address: 203 Hankow Centre, 0-00 Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx,
Xxxx Xxxx
Fax
Number:
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7.
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Proceedings
and Warranty
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7.1
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The
Company and its directors warrants that they are not undergoing or
intending to undergo any lawsuit, arbitration, indictment or any other
legal proceedings, and there are no undergoing and/or unsettled claims or
lawsuits against the Company or its assets or its
directors.
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7.2
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The
Company and its directors warrants that they have not act as any form of
guarantors.
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8.
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Power
of the Company
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8.1
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The
Company has full authority to enter into this Agreement and to exercise
the rights attached hereto. This Agreement, upon execution,
shall be deemed a legal, valid and binding Agreement for the Company and
the Subscriber, and the Company is eligible to execute the terms and
conditions of this Agreement.
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8.2
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The
signing, delivery and execution of this Agreement by the Company shall
not, in any circumstances, violate: (i) any laws and regulations of the
British Virgin Islands on the date and completion of this Agreement; (ii)
the required laws and documents for incorporation of the Company on the
date and completion of this
Agreement.
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9.
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Jurisdiction
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9.1
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The
parties agree that this Agreement shall be construed in accordance with
the laws of Hong Kong the Special Administrative Region of the People’s
Republic Of China and her courts shall be the courts of competent
jurisdiction.
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9.2
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The
parties agree that they shall submit themselves to the jurisdiction and
courts under the laws of the Hong Kong Special Administrative Region of
the People’s Republic of China for any claims, disputes or discrepancies
that may arise.
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10.
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Miscellaneous
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10.1
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Neither
party hereto shall assign or offer as security to any third party the
status of this Agreement or any of its rights or obligations hereunder
without the written consent of the other parties
hereto.
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10.2
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Time
is an essential element in this
Agreement.
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10.3
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This
Agreement contains the full and complete understanding between the parties
and supersedes all prior arrangements and understandings whether written
or oral appertaining to the subject matter of this Agreement and may not
be varied except by instrument in writing signed by all of the parties to
this Agreement. All parties acknowledge that no representations
or promises not expressly contained in this Agreement have been made by
the other parties or any of its servants, agents, employees or
representatives in any respect
whatsoever.
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10.4
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The
parties shall not be liable to one another for any act, omission or
performance hereunder is delayed or becomes impossible or impracticable
because of any act of God, fire, earthquake, strike, civil commotion, war,
coup d’etat, epidemic, terrorists attacks, acts of government or any order
regulation ruling or action of any labour union or association or artists
affecting the other party or the entertainment industry or as a result of
any other matter or cause beyond the party’s control, and shall not be
liable for any expenses or consequential loss whatever suffered by either
party.
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Subject
to this clause, each party indemnifies the other party against all losses,
damages, claims, costs and expenses (including legal costs) incurred by
other party by reason of any breach or claim of breach by the party of any
of its respective warranties or obligations under this
Agreement.
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10.5
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Under
such circumstances if any clauses contained herein shall be deemed invalid
due to legal regulations, such clause(s) shall be
deleted. Notwithstanding the aforesaid, the other clauses in
the Agreement shall remain in force and binding against all
parties. The parties shall amend the clause of this Agreement
if necessary, upon mutual consent, in good faith for carrying out the
terms and conditions of this
Agreement.
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IN
WITNESS
WHEREOF, the
parties have executed this Agreement as of the day and year first above
written.
SIGNED
BY )
for and
on behalf of GREATGRAND )
GLOBAL
LIMITED )
in the
presence
of: )
SIGNED
BY )
For and
on behalf
of )
GREAT
EAST
(OVERSEAS) )
PACKAGING
LIMITED )
)
)
in the
presence of
: )
)
Information of the
Company
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Name
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:
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GREATGRAND
GLOBAL LIMITED
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Incorporation
Date
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:
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2nd
day of July, 2002
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COMPANY
NO.
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:
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501954
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Registered
Office
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:
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X.X.
Xxx 000, Xxxxxxxx Incorporations Centre, Road Town, Tortola, British
Virgin Islands.
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Authorized
Capital
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:
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USD50,000.00
of USD1.00 per share
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No.
of shares issued
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:
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50,000
shares
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Total
paid up value of shares
issued
(excluding premium)
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:
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US$1
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DIRECTOR
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:
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Xxxxx
Xxxxxxx
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SECRETARY
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:
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Xxxxx
Xxxxxxx
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SHAREHOLDER
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:
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Great
East Packaging Holdings Limited
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