Dated the 18th day of September 2006 HARTCOURT CAPITAL, INC. and GREAT FOCUS HOLDINGS LIMITED
EXHIBIT 10.3
Dated
the 18th
day of September 2006
HARTCOURT
CAPITAL, INC.
and
GREAT
FOCUS HOLDINGS LIMITED
THIS
AGREEMENT
is
entered into on the 18th
day of
September 2006 in Shanghai.
BETWEEN:
(1)
HARTCOURT
CAPITAL, INC.,
(the
“Vendor”);
and
(2)
GREAT
FOCUS HOLDINGS LIMITED (the
“Purchaser”).
WHEREAS:
|
1.
|
As
at the date of this Agreement, Besteffort Investments Limited (the
“Company”)
is a company with limited liability incorporated in the British
Virgin
Islands and has an authorized share capital of US$50,000 divided
into
50,000 shares of US$1.00 each, of which 10 shares have been issued
and are
fully paid or credited as fully paid.
|
|
2.
|
As
at the date of this Agreement, Hartcourt is the registered and
beneficial
owner of 10 shares, representing 100% of the issued share capital
of the
Company.
|
|
3.
|
The
Vendor has agreed to sell and the Purchaser has agreed to purchase
the
entire issued share capital of the Company. (the “Sale
Interests”)
|
THEREFORE,
IT IS HEREBY AGREED BY THE VENDOR AND THE PURCHASER AS
FOLLOWS:
|
1.
|
INFORMATION
ON THE COMPANY
|
Within
30
business days upon executing this Agreement, the Vendor shall fully and truly
present to the Purchaser all the documents related to operational, financial
and
legal status of the Company since its incorporation, including but not limit
to:-
|
1.1
|
The
registration and incorporation documents of the Company, incl.
the
approvals from relevant BVI authorities; and
|
|
1.2
|
All
business licenses and seals of the Company; and
|
|
1.3
|
All
the operational, financial and legal documents since the Company’s
incorporation, including the contracts, agreements or other related
hereof
that have been executed or not yet executed; and
|
|
1.4
|
As
at the date of this Agreement, the list of all the assets and liabilities
of the Company, including existing and contingent assets, rights,
liabilities and the status of the constraints of any rights that
might
have existed; and
|
|
1.5
|
Any
other documents of the Company that the Purchaser requires.
|
|
2.
|
REPRESENTATIONS
AND WARRANTIES BY THE
VENDOR
|
The
Vendor hereby represents and warrants to the Purchaser as follows:-
|
2.1
|
The
Company is duly incorporated and validly existing with limited
liability
and has obtained all the approvals and permits from relevant BVI
authorities at its inception. The Vendor is the only registered
and
beneficial owner of the issued share capital of the Company;
|
2
|
2.2
|
The
Vendor has full rights, interests and controls in the 100% interest
in the
Company without any restrictions or constraints;
|
|
2.3
|
The
Vendor assures that no third-party interest has been put again
the Sale
Interests such as pledge, lien, etc., and no litigation, arbitration
and
conflicts or disputes in respect of the Sale Interests stand thereon;
|
|
2.4
|
The
list of assets and liabilities of the Company that the Vendor presents
are
real, complete and accurate, and as of the date of this Agreement,
all the
assets herein, including but not limit to all the inventories and
other
assets, etc. exist and are in the places as specified in the
list;
|
|
2.5
|
The
Vendor guarantees that all the operational and financial documents
of the
Company that will be presented to the Purchaser, truly, completely
and
accurately reflect the business and financial results of the Company
since
its incorporation;
|
|
2.6
|
|
3
|
REPRESENTATIONS
AND WARRANTIES BY THE
PURCHASER
|
The
Purchaser guarantees that it is a company duly incorporated and validly existing
with limited liability in British Virgin Islands and has full rights and
controls to purchase the Sale Interests in the Company.
|
4
|
EXECUTION
DATE
|
The
Vendor and the Purchaser hereby jointly agree that the signing date of this
Agreement is the execution date of the sale and purchase of the Sale Interests
in the Company.
|
5
|
LIABILITIES
OF THE COMPANY
|
|
5.1
|
Within
30 business days upon execution of this Agreement, the Vendor shall
rescind the employment contracts with all employees of the Company
(except
the employees that the Purchaser made in clear statement to retain),
and
the Company owned by the Purchaser after its fully control in the
Company
shall take no responsibility to hire any employee served for the
Company
before the execution of this
Agreement;
|
|
5.2
|
The
Company owned by the Purchaser after its fully control in the Company
shall take full responsibilities and liabilities of all assets
and
liabilities listed in the list of all assets and liabilities of
the
Company and existed before the Execution Date, which hereby was
presented
to the Purchaser by the Vendor.
|
|
6
|
RIGHTS
AND OBLIGATIONS OF THE
SHAREHOLDER
|
The
Purchaser shall assume the responsibilities of all the rights and obligations
as
the shareholder of the Company since the Execution Date, which include but
not
limit to:-
(1) Profit
allocation rights and the voting rights;
3
(2)
The
unfulfilled rights and obligations of the Purchase upon the effect of this
Agreement, which were covenanted in the “Agreement for Sale and Purchase of the
Entire Issued Share Capital of Besteffort Investments Limited” dated November
1st,
2004,
and other unfulfilled rights and obligations of the Purchase, which were
covenanted in other contracts or agreements that the Purchaser as a party
duly
signed and executed before the effect of this Agreement.
|
7
|
CONSIDERATION
|
|
7.1
|
The
consideration for the sale and purchase of the Sale Interests shall
be
US$400,000 except otherwise agreed by both
parties.
|
|
7.2
|
The
Purchaser shall credit to the account designated by the Vendor
in full
amount of the consideration within 45 business days upon execution
of this
Agreement.
|
|
8
|
CHANGE
OF THE BOARD OF DIRECTORS
|
|
8.1
|
Upon
the execution of this Agreement, the Vendor shall present written
resolution specifying the resignation of Yungeng Hu as the director
of the
Company;
|
|
8.2
|
Upon
the execution of this Agreement, the Purchase shall nominate the
new
directors of the Board of the
Company.
|
|
9
|
REGISTRATION
OF THE SALE AND PURCHASE OF THE SALE INTERESTS IN THE
COMPANY
|
Upon
the
execution of this Agreement, the Vendor shall assist the Purchase to apply
for
the registration of the sale and purchase of the Sale Interests and the change
of the Board of the Company, etc. with BVI government.
|
10
|
HANDOVER
OF THE BUSINESS OF THE
COMPANY
|
|
10.1
|
Upon
the execution of this Agreement, the Vendor shall cease all the
business
activities of the Company except otherwise covenanted in this Agreement
herein and the activities to maintain the continuance of the
business;
|
|
10.2
|
Before
the completion of the handover, the Vendor has the obligations
to maintain
the assets of the Company to avoid the devaluation or damage to
the
assets;
|
|
10.3
|
Within
30 business days upon the execution of this Agreement, the Vendor
and the
Purchase shall complete the handover of the business of the Company.
The
Vendor shall guarantee the corporate secretary of the Company to
handover
all the documents to the Purchaser, including but not limit to
financial
and legal documents, business license, bank accounts and company
seal,
etc., and the Purchaser shall assign management staff to manage
the
business of the Company and has the obligations to assign staffs
to assist
the Vendor in completing all the aforesaid
works.
|
|
10.4
|
Before
the completion of the handover, the Company shall cease all the
financial
expenditure except those for maintaining the continuance of the
business.
|
|
10.5
|
After
the completion of the handover, the Purchaser shall take full
responsibility to decide and bear all the financial expenditure
of the
Company.
|
4
|
11
|
BREACH
OF THE AGREEMENT
|
Provided
that the Purchaser fails to pay the Vendor full consideration amount before
the
agreed payment date, an interest at 0.05% per day shall be accrued to the
due
amount and paid by the Purchaser to the Vendor.
Either
the Vendor or the Purchaser, when fails to fulfill its obligations specified
in
this Agreement without legal reasons, shall assume the liabilities of breach
to
non-breaching party.
|
12
|
EFFECTIVENESS
|
|
12.1
|
This
Agreement will be effective immediately upon duly signed by both
parties;
|
|
12.2
|
Any
amendments to this Agreement shall be approved by both parties
in written
consent;
|
| 13 |
DISPUTE
SETTLEMENT
|
Any
dispute, controversy or claim arising out of or relating to this Agreement,
shall be settled by negotiation and discussion between both parties in good
faith. In the event that the dispute, controversy or claim cannot be solved,
this dispute, controversy or claim, as any parties requires, and after informing
the other parties, shall be submitted and settled by China International
Economic and Trade Arbitration Commission, Shanghai Branch. Arbitration Rules
will be final, and will be binding on the Vendor and the Purchaser.
| 14 |
MICELLANEOUS
|
This
Agreement will be in two original copies, one copy with each party, and each
copy shall be deemed as equally authentic.
5
IN
WITNESS
whereof
this Agreement has been duly executed by both parties hereto the day and
year
first above written.
SIGNED
by
for
and
on behalf of
/S/
HARTCOURT
CAPITAL, INC.
HARTCOURT
CAPITAL, INC.
SIGNED
by
for
and
on behalf of
/S/
GREAT
FOCUS HOLDINGS LIMITED
GREAT
FOCUS HOLDINGS LIMITED
6
