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EXHIBIT 10.1
AGREEMENT
Agreement made this day of , 1997, among Euro
Tech Holdings Company, a British Virgin Islands company, with a registered
office at Trust Net Xxxxxxxx, P.O. Box 3444, Road Town, Tortola, British Virgin
Islands (the "Company"), Pearl Venture Ltd., a British Virgin Islands company,
with an office located at Columbus Centre Building, Wickhams Cay, Road Town,
Tortola, British Virgin Islands ("Pearl") and Regent Earning Ltd., a Hong Kong
corporation, with an office located at Xxxxx Xxx Commercial Building, 596
Xxxxxx Road, Room 902, Xxxx Xxx, Kowloon, Hong Kong ("Regent"), Pearl and
Regent may sometimes be hereinafter referred to collectively as the Buyers.
WITNESSETH:
WHEREAS, the Buyers are collectively the owners of all of the issued
and outstanding capital stock of Euro Tech (Far East) Limited, a Hong Kong
corporation, having an office located at 18 F Xxx Xxxxx Hong Centre, 65 Xxxx
Xxxx Hang Road, Hong Kong ("Far East"); and
WHEREAS, the Company hereby agrees to exchange, sell and deliver to
Buyers, and Buyers agree to exchange and purchase, an aggregate of 1,400,000
shares of the Common Stock of the Company in exchange for and in consideration
of an aggregate of 1,000,000
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ordinary shares of the share capital of Far East (the "Acquisition"); and
WHEREAS, the Company has filed a registration statement on Form F-1
(such registration statement and the financial statements contained therein and
all amendments and exhibits thereto are hereinafter referred to as the
"Registration Statement") for an underwritten public offering of its equity
securities pursuant to which it will derive gross proceeds of not less than
US$3,090,000 (the "Public Offering").
NOW, THEREFORE, in consideration of the promises and the
representations, warranties, covenants and agreements contained in this
Agreement, each of the parties hereto hereby agrees as follows:
ARTICLE I
RECITALS
Recitals. The parties confirm that each of the foregoing recitations
are true and correct in all respects and are incorporated herein.
ARTICLE II
THE SHARES
The Shares. The Company shall sell to Buyers an aggregate of One
Million Four Hundred Thousand (1,400,000) restricted shares of the Company's
Common Stock (the "Company Shares"), in exchange for and in consideration for
an aggregate of One Million (1,000,000) ordinary shares of the share capital of
Far East (the "Far East
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Shares"), representing all of the paid up share capital of Far East.
ARTICLE III
CLOSING
The Closing. Upon a closing of the Public Offering, the closing of this
Agreement and the transactions contemplated hereby (the "Closing") are to take
place simultaneously with the delivery of the documents representing and
evidencing consideration for the transactions contemplated herein as set forth
in Article IV below at such locations as the parties hereto may agree upon.
The date upon which the closing occurs is herein referred to as the "Closing
Date". In the event the Public Offering does not close prior to March 31,
1997, unless extended by the Agreement of all the parties hereto, this
Agreement shall be null, void and of no effect.
ARTICLE IV
CONSIDERATION
4.1 Company Shares. At the Closing, the Company will deliver (i)
to Pearl, certificates representing Three Hundred Seventy Two Thousand Four
Hundred (372,400) of the Company's Shares registered in the name of Pearl; and
(ii) to Regent, certificates representing One Million Twenty Seven Thousand Six
Hundred (1,027,600) of the Company's Shares registered in the name of Regent.
Said certificates may be broken down into such denominations as Pearl and/or
Regent may direct as to their respective ownership of the Company's Shares.
All of the foregoing certificates for the Company's Shares
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shall be duly executed by the appropriate officers and directors of the
Company.
4.2 Shares of the Buyers. At the Closing, the Buyers will deliver
to the Company certificates representing an aggregate of One Million
(1,000,000) ordinary shares of Far East, duly executed by its authorized
officers and directors and in proper form for transfer to the Company (the
"Buyers' Shares").
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
5.1 Representations and Warranties of the Company. Except as
and/or to the extent disclosed in the Registration Statement for the Public
Offering as filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), copies
of which Registration Statement have been reviewed by the Company. The Company
represents and warrants to Buyers as of the date hereof, as follows:
A. Organization and Good Standing: Compliance. The
Company is duly organized, validly existing and in good standing under the laws
of the British Virgin Islands, with full power and authority to own or lease
and operate its properties and assets, material to the operation of its
business, and to carry on its business as presently being conducted, and has
obtained all licenses, permits or other authorizations and has taken all
actions required by applicable law or governmental regulations, material to the
operation of its business, to conduct its business. The
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Company has received no notice of, and does not know of, any violation of any
applicable regulation, ordinance or other law, order, or governmental
requirement, material to the operation of its business. True copies of the
Company's Restated Memorandum and Articles of Association and all corporate
minutes of the Company have been made available to or delivered to Buyers,
including all amendments thereto.
B. Capitalization. The Company's total authorized
capital stock is Twenty Million (20,000,000) shares of Common Stock (par value
$.01 per share), of which One Hundred Fifty Thousand (150,000) shares are
issued and outstanding.
C. Liens and Encumbrances. There are no liens,
encumbrances, pledges, probational agreements or claims of any nature against
the Company's Shares to be delivered to Buyers by the Company.
D. Legality. The Company's Shares upon completion of the
transactions contemplated hereby will be validly issued, fully paid and
non-assessable and were offered and sold in accordance with any applicable
securities laws or applicable exceptions thereunder, and there are no
preemptive rights in respect thereof. There are no other outstanding options,
warrants, rights, calls, puts, commitments, plans or other agreements of any
character providing for the purchase or issuance of any authorized but unissued
capital stock of the Company.
E. Financial Statements. The Company's financial
statements contained in the Registration Statement represent
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accurately and fairly the financial condition and results of the operations of
the Company at the respective dates or for the respective periods covered
thereby in accordance with generally accepted accounting principles applied on
a consistent basis or in accordance with the descriptions relating to such
financial statements as set forth in the Registration Statement.
F. Books and Records. The books and records of the
Company reflect all of the material debts, liabilities and obligations of any
nature (whether absolute, accrued or otherwise, and whether due or to become
due) of the Company at the dates thereof. There are no other contingent
liabilities of the Company of a material nature, and the Company has not given
any other guarantees of the obligations of any other person or entity.
G. Absence of Undisclosed Liabilities. The Company has
no undisclosed material liabilities, whether accrued, absolute, contingent, or
otherwise, including without limitation, tax liabilities due or to become due,
and whether incurred in respect of or measured by the income of the Company or
incurred subsequent to the date of the financial statements set forth in the
Registration Statement except for those incurred in the ordinary course of its
business. The Company does not know or have reasonable grounds to know of any
basis for the assertion against the Company of any material liability not fully
reflected or reserved against.
H. Title to Properties. The Company has good and
marketable title to its assets, including those reflected in the Registration
Statement (except as may be sold, exchanged or
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otherwise disposed of in the ordinary course of business). The assets of the
Company are not subject to any undisclosed material security interest,
mortgage, pledge, lien, encumbrance, or charge.
I. Subsidiaries. The Company has no material
subsidiaries or interest in any other corporation, firm, partnership or other
entity.
J. Common Stock. The Company has full power to sell and
deliver the Company Shares upon the terms set forth herein. Upon delivery of
the Company Shares, the Buyers will receive good and marketable title thereto,
free and clear of all liens, encumbrances, equities and claims whatsoever and
subject only to the restrictions of any applicable securities laws.
K. Mortgages, Liens and Encumbrances. The Company has
not entered into any undisclosed mortgages, pledges, hypothecations or other
encumbrances of any of its assets, tangible or intangible, material to the
operation of its business.
L. No Asset Sale. The Company has not entered into or
agreed to enter into any undisclosed agreement or arrangement granting any
rights to purchase any of its assets material to the operation of its business
other than in the ordinary course of the Company's business.
M. Capital Expenditures. The Company has not made any
undisclosed commitment for capital expenditures of a material nature that is
not in the ordinary course of the Company's business.
N. Material Agreements. The Company has not entered
into, become a party to, waived any right under, amended or
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cancelled any undisclosed material contract, agreement or commitment nor has
there been any material defaults thereunder or except in the ordinary course of
the Company's business.
O. Material Obligations. The Company has paid all of its
material obligations to third parties, including vendors, in a timely manner in
the ordinary course of business.
P. No Financial Changes. Since the respective dates of
the financial statements contained in the Registration Statement, there has
been no material change in the condition or general affairs of the Company,
financial or otherwise, other than as contemplated by this Agreement.
Q. No Suits Pending or Imminent. Except as may be
immaterial to the Company, its business, financial condition and results of
operations, there are no actions at law or equity or administrative proceedings
pending or threatened against the Company in which the Company is a plaintiff,
defendant, petitioner, indemnifier, or respondent, or in which it is
anticipated that the Company will join or be joined as a party.
R. Compliance with Law. The business and operations of
the Company have been and are being conducted in accordance with all applicable
laws, rules and regulations.
S. No Default of Contracts, Employee Obligations,
Contractual Obligations or Organizational Documents. None of the contracts, or
obligations or liabilities, material to the Company's business operations, are
in default. All such contracts are valid and binding obligations of the
parties thereto in accordance with
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their respective terms, there have been no amendments or modifications thereto
since the date hereof other than in the ordinary course of the Company's
business, and there are no known material liabilities of the parties thereto
arising from any breach of or default in any provision thereof by any party
thereto. The Company is not in default under any of its agreements, contracts
or instruments, material to its business operations and no claim of default has
been made or threatened by or against the Company with respect to any such
agreement, contract or instrument. The Company is not in violation of its
Memorandum and Articles of Association or other organizational documents.
T. Agreements Creating Default or Acceleration. Except
as contemplated by this Agreement, the execution, delivery and performance of
this Agreement and of each and every agreement, document and instrument and the
consummation of the transactions contemplated hereby and thereby do not and
will not (i) constitute a breach or default (or an occurrence which by lapse of
time and/or by the giving of notice would constitute a breach or default) under
any agreement, lease, license, franchise, contract or commitment to which the
Company is a party or by which its properties or assets are bound; (ii) result
in the creation or the imposition of any lien, encumbrance, security interest
or charge in favor of any other party upon any of the properties or assets of
the Company; and (iii) result in the cancellation or termination of, or the
acceleration of the performance of any obligations or of any indebtedness under
any contract, agreement, commitment, indenture,
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mortgage, note, bond, license or other instrument or obligation to which the
Company is now a party or by which it or its properties or assets may be bound
or affected.
5.2 Investment Intent. The Company is acquiring Far East's Shares
for its own account, for investment only and not with a view to the
distribution or resale thereof. The Company and its officers and directors
have such knowledge and experience in financial and business matters that they
are capable of evaluating the merits and risks of the Company purchasing Far
East's Shares; and the Company understands that none of Far East's Shares have
been registered for resale under the securities laws of any jurisdiction. The
Company is fully aware of the fact that Buyers are transferring to the Company
the Far East Shares in reliance upon this investment representation, and the
Company hereby represents that it will not pledge, hypothecate, offer, sell,
transfer, assign or otherwise dispose of Far East Shares except in compliance
with the provisions of any securities laws then applicable.
The Company acknowledges that the certificates for Far East Shares
will be legended to indicate that they were acquired for investment and may not
be pledged, hypothecated, sold or transferred in the absence of compliance with
any applicable securities laws and that "stop transfer" instructions with
respect to the Far East Shares will be maintained by the stock transfer records
for same.
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5.3 Accuracy of Representations. To the best of the Company's
knowledge and belief, no representation or warranty in this Article V or
elsewhere in this Agreement, or in any certificate or document furnished or to
be furnished by the Company pursuant hereto, contains any untrue statement of a
material fact or omits to state a material fact necessary to make the
statements contained herein or therein not misleading.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF BUYERS
6. Representations and Warranties of Buyers. Except as disclosed
in the Registration Statement, each of Pearl and Regent, jointly and severally,
represent and warrant to the Company as of the date hereof as follows.
A. Organization and Good Standing: Compliance. Far East
is duly organized, validly existing and in good standing under the laws of Hong
Kong, with full power and authority to own or lease and operate its properties
and assets, material to the operation of its business, and to carry on its
business as presently being conducted, and has obtained all licenses, permits
or other authorizations and has taken all actions required by applicable law or
governmental regulations, material to the operation of its business, to conduct
its business. Each of Pearl and Regent have received no notice of, and does
not know of, any violation of any applicable regulation, ordinance or other
law, order, or governmental requirement, material to the operation of its
business.
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True copies of the Certificate of Incorporation and Memorandum and Articles of
Association and all corporate minutes of Far East have been made available to
or delivered to the Company, including all amendments thereto.
B. Capitalization. Far East's total authorized share
capital is HK$1,000,000.00 divided into 1,000,000 ordinary shares of HK$1.00
each, all of which are issued and fully paid up.
C. Liens and Encumbrances. There are no liens,
encumbrances, pledges, probational agreements or claims of any nature against
Far East Shares to be delivered to the Company by Buyers.
D. Securities Law. Far East Shares are validly issued,
fully paid and non-assessable and were offered and sold in accordance with any
applicable securities laws or applicable exceptions thereunder, and there are
no preemptive rights in respect thereof. There are no outstanding options,
warrants, rights, calls, puts, commitments, plans or other agreements of any
character providing for the purchase or issuance of any authorized but unissued
capital stock of Far East.
E. Financial Statements. Far East's financial statements
contained in the Registration Statement represent accurately and fairly the
financial condition and results of the operations of Far East at the respective
dates or for the respective periods covered thereby in accordance with
generally accepted accounting principles applied on a consistent basis or in
accordance with the descriptions relating to such financial statements as set
forth in the Registration Statement.
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F. Books and Records. The books and records of Far East
reflect all of the material debts, liabilities and obligations of any nature
(whether absolute, accrued or otherwise, and whether due or to become due) of
Far East at the dates thereof. There are no undisclosed contingent liabilities
of Far East of a material nature and Far East has not given any undisclosed
guarantees of the obligations of any other person or entity.
G. Absence of Undisclosed Liabilities. Far East has no
undisclosed material liabilities, whether accrued, absolute, contingent, or
otherwise, including without limitation, tax liabilities due or to become due,
and whether incurred in respect of or measured by the income of Far East or
incurred subsequent to the date of the financial statements set forth in the
Registration Statement except in the ordinary course of its business. Each of
Pearl and Regent do not know or have reasonable grounds to know of any basis
for the assertion against Far East of any material liability not fully
reflected or reserved against.
H. Title to Properties. Far East has good and marketable
title to its assets, including those reflected in the Registration Statement
(except as may be sold, exchanged or otherwise disposed of in the ordinary
course of business). The assets of Far East are not subject to any undisclosed
material security interest, mortgage, pledge, lien, encumbrance, or charge.
I. Subsidiaries. Far East has no material subsidiaries
or any undisclosed interest in any other corporation, firm, partnership or
other entity.
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J. Common Stock of Far East. Each Buyer has full power
to sell and deliver the Far East Shares to be delivered by each of them upon
the terms set forth herein. Except as contemplated by this Agreement, there is
no agreement to issue any additional shares of Far East or to redeem, purchase
or otherwise acquire any of the Far East Shares. Upon delivery of the Far East
Shares, the Company will receive good and marketable title thereto, free and
clear of all liens, encumbrances, equities and claims whatsoever and subject
only to the restrictions of any applicable securities laws.
K. Tax Returns and Payments. Far East has duly filed all
tax returns, tax reporting forms and reports required to be filed by it, and
has paid all taxes, assessments, governmental charges and payments to third
party payors which were due and payable. Far East has not entered into any
agreement, waiver or other arrangement providing for an extension of time with
respect to the filing of any tax return or the payment or assessment of any
tax, governmental charge, deficiency or third party payment relating to Far
East. Far East has withheld from each payment to each of its employees the
amount of all taxes (including but not limited to income taxes and all other
mandated employee taxes or contributions) legally required to be withheld
therefrom and has paid the same to the proper tax receiving offices, except for
such amounts withheld but not yet payable, if any.
L. Tax Returns. Far East has duly filed all reports or
returns required to be filed with governmental authorities relating
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in any manner to any of its properties, which the failure to file may
materially adversely affect the operation of its business.
M. Insurance. Far East maintains in full force and
effect all policies of insurance reasonably necessary for the type of business
which it is engaged in for the geographic areas of its business operations.
N. Mortgages, Liens and Encumbrances. Far East has no
undisclosed mortgages, pledges, hypothecations or other encumbrances of any of
its assets, tangible or intangible, material to the operation of its business.
O. No Asset Sale. Far East has not entered into or
agreed to enter into any agreement or arrangement granting any rights to
purchase any of its assets material to the operation of its business other than
in the ordinary course of its business.
P. Capital Expenditures. Far East has not made any
undisclosed commitment for capital expenditures of a material nature that is
not in the ordinary course of its business.
Q. Material Agreements. Except for the Personal
Services Agreement entered into among Far East, the Company and Shereman
Enterprises Ltd., Far East has not entered into, become a party to, waived any
right under, amended or cancelled any undisclosed material contract, agreement
or commitment nor has there been any undisclosed material defaults thereunder
except in the ordinary course of its business.
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R. Material Obligations. Far East has paid all of its
material obligations to third parties, including vendors, in a timely manner in
the ordinary course of business.
S. No Financial Changes. Since the respective dates of
the financial statements contained in the Registration Statement, there has
been no undisclosed material change in the condition or general affairs of Far
East, financial or otherwise, other than as contemplated by this Agreement.
T. No Suits Pending or Imminent. Except as may be
immaterial to Far East, its business, financial condition and results of
operations, there are no actions at law or equity or administrative proceedings
pending or threatened against Far East in which Far East is a plaintiff,
defendant, petitioner, indemnifier, or respondent, or in which it is
anticipated that Far East will join or be joined as a party.
U. Copies of Tax Returns. Buyers have delivered to the
Company true and correct copies of each income and/or other tax returns (or
outstanding extension, if any) filed by or submitted on behalf of Far East
during the period of time commencing on January 1, 1992 through the Closing of
this Agreement.
V. Compliance with Law. The business and operations of
Far East have been and are being conducted in accordance with all applicable
laws, rules and regulations.
W. No Default of Contracts, Employee Obligations,
Contractual Obligations or Organizational Documents. None of the contracts, or
obligations or liabilities, material to Far East's
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business operations, are in default. All such contracts are valid and binding
obligations of the parties thereto in accordance with their respective terms,
there have been no amendments or modifications thereto since the date hereof
other than in the ordinary course of Far East's business, and there are no
known material liabilities of the parties thereto arising from any breach of or
default in any provision thereof by any party thereto. Far East is not in
default under any of its agreements, contracts or instruments, material to Far
East's business operations, which require services to be performed, and no
claim of default has been made or threatened by or against Far East with
respect to any such agreement, contract or instrument. Far East is not in
violation of its Memorandum and Articles of Association or other organizational
documents which may cause serious effects on its business.
X. Agreement Creating Default or Acceleration. Except as
contemplated by this Agreement, the execution, delivery and performance of this
Agreement and of each and every agreement, document and instrument and the
consummation of the transactions contemplated hereby and thereby do not and
will not (i) constitute a breach or default (or an occurrence which by lapse of
time and/or by the giving of notice would constitute a breach or default) under
any agreement, lease, license, franchise, contract or commitment to which Far
East is a party or by its properties or assets are bound; (ii) result in the
creation or the imposition of any lien, encumbrance, security interest or
charge in favor of any other party upon any of the properties or assets of Far
East; and (iii)
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result in the cancellation or termination of, or the acceleration of the
performance of any obligations or of any indebtedness under any contract,
agreement, commitment, indenture, mortgage, note, bond, license or other
instrument or obligation to which Far East is now a party or by which its
properties or assets may be bound or affected.
6.2 Investment Intent. Buyers are acquiring the Company's Shares
for their own accounts, for investment only and not with a view to the
distribution or resale thereof. Buyers and each of their officers and
directors have such knowledge and experience in financial and business matters
that they are capable of evaluating the merits and risks of purchasing the
Company Shares; and each Buyer understands that none of the Company Shares have
been registered for resale under any securities laws. Buyers are fully aware
of the fact that the Company is transferring to Buyers the Company's Shares in
reliance upon this investment representation, and Buyers hereby represent that
each of them will not pledge, hypothecate, offer, sell, transfer, assign or
otherwise dispose of the Company's Shares except in compliance with the
provisions of any securities law then applicable.
Buyers acknowledge that the certificates for the Company's Shares will
be legended to indicate that the Buyer's Shares were acquired for investment
and may not be pledged, hypothecated, sold or transferred in the absence of
compliance with any then applicable securities laws effective under the Act for
such Buyers' Shares and that "stop transfer" instructions with respect to the
Company's
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Shares will be maintained by the transfer agent for the Company and/or on the
Company's stock transfer records.
6.3 Accuracy of Representations. To the best of the knowledge and
belief of each Buyer, no representation or warranty in this Article VI or
elsewhere in this Agreement, or in any certificate or document furnished or to
be furnished by either Buyer pursuant hereto, contains any untrue statement of
a material fact or omits to state a material fact necessary to make the
statements contained herein or therein not misleading.
ARTICLE VII
SURVIVAL OF REPRESENTATIONS
Survival of Representations and Warranties. All the representations,
warranties, covenants and agreements made by Buyers and the Company in this
Agreement (including statements contained in any exhibit, certificate or other
instrument delivered by or on behalf of any party hereto or in connection with
the transactions contemplated hereby) shall survive for a period of six years
following the consummation of the Agreement. No performance or execution of
this Agreement in whole or in part by any party hereto, no course of dealing
between or among the parties hereto nor any delay or failure on the part of any
party in exercising any rights hereunder or at law or in equity, and no
investigation by any party hereto shall operate as a waiver of any rights of
such party, except to the extent expressly waived in writing by such party.
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ARTICLE VIII
CLOSING OBLIGATIONS OF THE PARTIES
8.1 Documents to be Delivered to Buyers by the Company. At a
closing of this Agreement, the Company shall deliver or cause the following to
be delivered to Buyers:
(A) Certificates representing the Company Shares; and
(B) A copy of certified resolutions of the Company's
Board of Directors authorizing the execution and delivery of this Agreement.
8.2 Documents to be Delivered to the Company by Buyers.
(A) Such duly executed transfer and sold note, stock
power or other document or instrument in respect of the Far East Shares in
favor of the Company (and/or its nominees as directed by the Company)
sufficient to convey Buyers' right, title and interest in the Far East Shares;
(B) Certificates representing Far East Shares; and
(C) A copy of certified resolutions of each of the
Buyer's Board of Directors authorizing the execution and delivery of this
Agreement and the transfer of the Buyer's Shares to the Company and/or its
nominee(s).
ARTICLE IX
MISCELLANEOUS
9.1 Entire Agreement. This Agreement and any agreements or
instruments executed pursuant hereto or concurrently herewith contain the
entire agreement between the parties hereto with
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respect to the transactions contemplated by this Agreement and supersede all
prior agreements, writings, negotiations and understandings. This Agreement
contains all of the covenants, representations, warranties and agreements
between the parties with respect to the subject matter of this Agreement, and
each party to this Agreement acknowledges that no representations, warranties,
covenants, inducements, promises or agreements, orally or otherwise, have been
made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and no other or prior agreement, statement, representation,
warranty or covenant not contained in this Agreement shall be binding or valid.
9.2 Headings. The headings or captions in this Agreement are for
convenience and reference only and do not form a part hereof and do not in any
way modify, interpret or construe the intent of the parties or affect any to
the provisions of this Agreement.
9.3 Binding on Successors. This Agreement shall inure to the
benefit of and shall be binding upon the parties hereto and their respective
legal representatives, successors and assigns.
9.4 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and the counterparts shall together
constitute one and the same agreement, binding each of the parties hereto,
notwithstanding that all of the parties are not signatory to the original or
the same counterpart; however, no party shall be bound by this Agreement until
and unless all parties have executed this Agreement.
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9.5 Waiver. Any provision of this Agreement which may be waived by
a corporate party hereto may be waived (but only in writing) by any duly
authorized officer thereof. No waiver shall be deemed a continual waiver or
waivers with respect to any subsequent breach or default, whether of a similar
or different nature, unless expressly so stated in writing.
9.6 Governing Law. The validity, construction and interpretation
of this Agreement shall be governed by the laws of the British Virgin Islands.
The parties agreeing that this Agreement has been executed and delivered and is
to be performed in the British Virgin Islands and Hong Kong and the laws of the
United States of America shall not apply to this Agreement or any of the
transactions contemplated hereby.
9.7 Further Acts. At any time and from time to time, on and after
the Closing Date, any party shall, at the request of any other party, perform
or cause to be performed and execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered all such further acts, deeds, assignments
and documents as may be necessary or desirable to more fully consummate the
transactions contemplated by this Agreement.
9.8 Notices. All notices and other communications required or
permitted under the terms of this Agreement shall be in writing and shall be
deemed given (1) upon hand delivery, or (2) ten days after the posting of the
same by any mechanism of the relevant postal authorities providing for
registration or certification (with return receipt requested, if available)
first class (or similar)
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postage and fees prepaid and correctly addressed to the other parties at the
addresses set forth in the first paragraph hereof.
9.9 Waiver of Jury Trial. Each of the parties hereto hereby
knowingly, voluntarily, and intentionally waives any rights it may have to a
trial by jury in respect of any litigation based hereon or arising out of,
under or in connection with this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on
the date first above written.
BUYERS: THE COMPANY:
PEARL VENTURE LTD. EURO TECH HOLDINGS COMPANY
LIMITED
By:____________________________ By:____________________________
(An Authorized Officer or (An Authorized Officer or
Director) Director)
REGENT EARNING LTD.
By:____________________________
(An Authorized Officer or
Director)
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