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EXHIBIT 10.55
THIS AGREEMENT is made the 29th day of January 97.
BETWEEN: -
(1) TARRANT COMPANY LIMITED ("TCL")
(2) XXXXXX XXXXX HONG HOLDING LTD ("CSHHL")
(3) XXX XXX KIN and XXX XXX XXXX ("Mr. & Xxx. Xxx")
WHEREAS: -
(1) By a Preliminary Agreement dated 14th March 1995 as supplemented by a
Supplementary Agreement dated 17th March 1995 and a Supplementary
Agreement dated 20th January, 1996 (hereinafter called the "S/P
Agreement"), Mr. & Xxx. Xxx agreed to purchase from TCL 50% of the
issued shares in Litex Limited (the "Company") for the consideration
of US$2,000,000.00 ("Share Consideration") and subject to and on the
terms and conditions therein contained.
(2) Pursuant to the S/P Agreement, Mr. & Xxx. Xxx have made part payment
of the Share Consideration and have procured Champion Pacific Limited
("CPL") to supply TCL with certain quantities of garments.
(3) As at the date hereof, the amount of Share Consideration remaining
unpaid by Mr. & Xxx. Xxx is HK $6,500,575.05, a break-down of which is
as follows: -
Share Consideration (US$2,000,000.00 at the rate
of US $1 to US $7.75) 15,500,000.00
Amount Paid on 22/3/95 4,220,000.00
Less: Deduction from Garments supplied by CPL 4,779,424.95
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$6,500,575.05
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(4) Disputes have arisen between the parties as to whether TCL has placed
sufficient orders for garments with CPL to allow deductions to be made
from garment purchases, with which to pay the Share Consideration.
(5) After negotiations, both parties have agreed to resolve their disputes
amicably on the following terms and conditions.
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NOW IT IS HEREBY AGREED as follows :
1. The parties hereto shall complete the sale and purchase of the 50% of
the issued shares in the Company owned by TCL ("Litex Shares") in the
following manner: -
1.1 Two (2) copies of this Agreement shall be first signed by
Mr. and Xxx. Xxx and CSHHL and sent to Deacons Xxxxxx & Xxxxx
("DGJ").
1.2 Within two (2) business days from receipt of the Agreement by
DGJ, TCL shall return or procure the following to Xxxxxxx Y. T.
& Ho ("GYTHO"):
(a ) a copy of this Agreement duly executed by TCL;
(b) the necessary instruments of transfer and contract notes
duly executed by TCL to transfer the Litex Shares to CSHHL;
(c) the necessary instruments of transfer and contract notes
relating to 5,000 shares in CPL held by Xx. Xxx Xxxx Xxxx
("Xx. Xxx") duly executed by Xx. Xxx to transfer the said
shares in CPL to Xx. Xxxx Xxxx Xxxx;
(d) the appointment of new directors of the Company as
assigned by Mr. and Xxx. Xxx duly signed by TCL;
(e) the appointment of Messrs. Xxxxx X.X. Xxx & Co. as the
Company's accountants duly signed by TCL;
(f) the share certificates of the Litex Shares;
(g) the bank drafts referred to in Clause 3 below; and
(h) confirmation for audit purposes as at the date of
completion as follows:
(i) no payment is due to CPL by Xx. Xxx and vise versa;
(ii) no payment is due to the Company by TCL and vice
versa;
(iii) no payment is due to CPL by TCL and vice versa;
(iv) no payment is due to CSHHL by TCL and vice versa;
(v) no payment is due to Multi-Delight Industrial
Limited ("MIL") by TCL and vice versa;
(vi) no payment is due to Xx. Xxx Xxx Xxxx by TCL and
vice versa; and
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(vii) no payment is due to Xx. Xxx Sik Kin by TCL and
vice versa.
1.3 Upon confirmation by GYTHO of safe receipt of the documents
referred to in Clause 1.2 above, Mr. and Xxx. Xxx shall send
within two days a bank draft in the sum of HK$3,250,287.50 (the
"P/P Bank Draft") to DGJ. Upon confirmation of receipt of the
P/P bank Draft to GYTHO by DGJ, GYTHO may release the bank drafts
referred to in Clause 3 below to Mr. and Xxx Xxx and all the
executed instruments of transfer and contact notes and other
corporate documents relating to this transaction shall be
forwarded to the accountants of the Company, Messrs. Xxxxx X. X.
Xxx & Co., to handle the stamping and subsequent corporate
secretarial work.
2. Upon completion of the sale and purchase of the Litex Shares pursuant
to Clause 1 above and the settlement of outstanding accounts between
TCL and the companies associated with Mr. and Xxx. Xxx pursuant to
Clause 3 below, each the parties hereto shall be deemed to have
completely performed their respective obligations under the S/P
Agreement and in particular:
(a) the Share Consideration shall be deemed to have been fully paid
and satisfied by Mr. and Xxx. Xxx.
(b) TCL has no obligation to place further orders with CPL and CPL
has no obligation to accept further orders from TCL.
3. In order to settle all outstanding trading matters between TCL and the
companies associated with Mr. and Xxx. Xxx, TCL shall also provide the
following to Mr. and Xxx. Xxx upon completion of the sale and purchase
of the Litex Shares pursuant to Clause 1 above:
(a) TCL shall pay to CPL HK$280,929.85 by bank draft in settlement
of outstanding debts due by TCL to CPL for garments, accessories
and fabric supplied by CPL to TCL between February, 1995 and
November, 1996;
(b) TCL shall pay to MIL HK$8,486.83 by bank draft in settlement of
outstanding debts due by TCL to MIL for fabric supplied by MIL
to CPL in February, 1995 and transportation charges; and
(c) Wearbest Garment Manufacturing Co. Ltd. ("WGM") shall pay to CPL
for HK$608,337.18 by bank draft in settlement of outstanding
debts due by WGM to CPL for garments supplied by CPL to WGM in
September, 1996.
4. For the avoidance of doubt, the parties hereto acknowledge that Mr. &
Xxx. Xxx had not been consulted prior to the issue of the prospectus
by TCL and Mr & Xxx. Xxx accept no responsibility should the
references made to the Company and/or CPL in the prospectus have been
inaccurate or incorrect.
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5. The parties hereto acknowledge and agree that, TCL, Xx. Xxx, Xx. Xxxx
Xxx Xx and Xx. Xxx Po Law have no knowledge and have received no
details of the accounts and tax position of the Company and CPL for
1994-1997, and accept no liabilities or responsibilities whatsoever in
relation to the accounts, tax returns and tax payment of the Company
and CPL for 1994-1997. TCL shall not and shall procure that Xx. Xxxx
Xxx Xx, Xx. Xxx Po Law and Xx. Xxx shall not take any actions or suits
or make any claims or demands whatsoever against Mr. and Xxx. Xxx,
the Company and CPL in respect of accounting and tax matters of the
Company and CPL for 1994-1997. Mr. and Xxx. Xxx agree and shall
procure the Company and CPL to agree to indemnify TCL, Xx. Xxxx Xxx
Xx, Xx. Xxx Po Law and Xx. Xxx for and against any loss, damages and
costs arising from any actions, suits, claim or demands whatsoever
raised by any third parties in respect of accounting and tax matters
of the Company and CPL for 1994-1997 save and except where such
actions, suits, claims or demands arose as a result of any actions
taken or documents signed by TCL, Xx. Xxxx Xxx Xx, Xx. Xxx Po Law
and/or Xx. Xxx during their tenure as shareholders and/or directors of
the Company and CPL without the consent of Mr. and Xx. Xxx in respect
of which the person(s) taking such actions or signing such documents
shall assume personal responsibility therefor.
6. Each party shall pay their own costs for and incidental to the
preparation of this Agreement and the transfer of the Litex Shares by
TCL to CSHHL. Stamp duty payable on the transfer of the Litex Shares
shall be paid by CSHHL.
7. This Agreement shall supersede all and any previous proposals,
representations, warranties, agreements or arrangements between the
parties hereto or any of them relating to the subject matter of this
Agreement and no variation or modification of this Agreement shall be
effective unless made in writing and signed by each of the parties.
8. This Agreement shall be governed by and construed in accordance with
the laws of Hong Kong.
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TARRANT COMPANY LTD. XXXXXX XXXXX HONG XXX XXX KIN &
HOLDING LTD. XXX XXX XXXX
/s/ Xxxx Xxx Yu /s/ Xxx Xxx Kin /s/ Xxx Xxx Kin
----------------------------------- ---------------------------------- --------------------------
Name: Xxxx Xxx Yu Name: Xxx Xxx Xxx Xxx Xxx Xxx
For and on behalf of XXXXXX
XXXXX HONG HOLDING LTD. /s/ Xxx Xxx Xxxx
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Xxx Xxx Xxxx
Witness: Witness: Witness:
/s/ Xxx Po Law /s/ Yip Laz Z. /s/ Xxx Xxx Fun
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Name: Xxx Po Law Name: Yip Laz Z. Name: Xxx Xxx Fun
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