THIS MEMORANDUM OF PARTIAL RELEASE is made the 31st day of March, 2008. BETWEEN
Execution
copy
THIS
MEMORANDUM OF PARTIAL RELEASE is made the 31st
day of
March, 2008.
BETWEEN
Xxxxxxx
Xxxxx International,
an
unlimited liability company organised under the laws of England and Wales whose
registered office is at Peterborough Court, 000 Xxxxx Xxxxxx, Xxxxxx XX0X,
0XX,
Xxxxxxx (the “Collateral
Agent”);
and
Gain
Dynasty Investments Limited,
a
company
duly incorporated in the British Virgin Islands whose registered office is
at
Sea Meadow House, Blackburne Highway, (P.O. Box 116), Road Town, Tortola,
British Virgin Islands (“Gain
Dynasty”).
WHEREAS
:-
| (1) | By a Share Charge dated 29 January 2008 (the “Share Charge”) executed by Gain Dynasty and Xx. Xx Hongbin in favour of the Collateral Agent, 10,000 ordinary shares of HK$1.00 each of Olympic Forward Trading Company Limited (滔達貿易有限公司) (the “Company”), representing its entire issued share capital, were charged to the Collateral Agent as security for the Liabilities (as defined in the Share Charge). |
| (2) | All those security documents listed in Schedule 1 hereto (the “Security Documents”) were executed by relevant parties as security under the Share Charge. |
|
(3)
|
Gain
Dynasty
has requested the Collateral Agent to, and the Collateral Agent has
agreed
to, discharge 3,500 ordinary shares of the Company registered in
the name
of Gain Dynasty, representing 35% of the entire issued share capital
of
the Company (the “Released
Shares”)
from the Share Charge.
|
NOW
THIS
DEED WITNESSETH that the Collateral Agent (for and on behalf of the Secured
Parties (as defined in the Share Charge)) hereby :
|
(i)
|
DISCHARGES
the Released Shares; and/or (as the circumstances
require);
|
1
|
(ii)
|
ASSIGNS
as chargee unto Gain Dynasty the Released Shares TO HOLD the same
unto
Gain Dynasty absolutely; and/or (as the circumstances require);
and
|
|
(iii)
|
RELEASES
AND ASSIGNS as chargee unto Gain Dynasty all rights and benefits
of and
relating to the Released Shares charged or assigned unto the Collateral
Agent under the Share Charge TO HOLD the same unto Gain Dynasty
absolutely
|
freed
and
absolutely discharged of and from the Share Charge and from the charge or
mortgage created thereunder PROVIDED that and (for avoidance of doubt) it is
hereby declared that the Share Charge shall remain in full force and effect
with
regard to the remaining shares of the Company which remain subject to the Share
Charge AND the Collateral Agent hereby confirms to Gain Dynasty that the
Collateral Agent has not done, omitted or knowingly suffered or been party
or
privy to any act, deed, matter or thing whereby or by means whereof the shares
charged under the Share Charge or any part thereof are or is or may be
impeached, charged, affected or incumbered in title, estate or otherwise AND
PROVIDED further that this Memorandum of Partial Release shall not in any way
affect the obligations and liabilities of (a) China Water and Drinks, Inc.
(“China
Water”)
under
the Securities Purchase Agreement dated 24 January 2008 entered into between
China Water and the Buyers named therein (the “Securities
Purchase Agreement”),
(b)
China Water under the Notes (as defined in the Securities Purchase Agreement)
and (c) Gain
Dynasty and Xx. Xx Hongbin under the Share Charge.
AND
Gain
Dynasty hereby undertakes to procure the relevant parties to sign the blank
instrument of transfer, blank bought and sold notes and undated board minutes
of
the Company in the form and substance as set out in Schedules 2, 3 and 4
respectively and the new share certificate 6 in the name of Gain Dynasty in
respect of 6,499 ordinary shares of the Company and deliver the same to the
Collateral Agent within 7 days from the date of this Memorandum of Partial
Release.
2
Schedule
1
The
Security Documents
| (1) | Blank Instrument of Transfer of 9,999 shares of the Company duly signed by Gain Dynasty as transferor without the identity and signature of the transferee |
|
(2)
|
Blank
Bought and Sold Notes of 9,999 shares of the Company duly signed
by Gain
Dynasty as transferor without the identity and signature of the
transferee
|
|
(3)
|
Undated
Board Minutes of the Company approving, inter alia, the transfer
of
shares, changes in directors, changes in secretary duly signed by
the
directors of the Company
|
|
(4)
|
Share
Certificate No. 4 in the name of Gain Dynasty in respect of 9,999
shares
of the Company
|
3
Schedule
2
INSTRUMENT
OF TRANSFER
|
NAME
OF COMPANY
|
Olympic
Forward Trading Company Limited
(滔達貿易有限公司)
|
|
(the
“Company”)
|
|
We,
the Transferor
|
,
|
Gain
Dynasty Investments Limited
|
|
of
|
:
|
Sea
Meadow House, Blackburne Highway, (P.O. Box 116), Road Town, Tortola,
British Virgin Islands
|
|
in
consideration of
|
:
|
|
paid
to us by the Transferee
|
:
|
|
|
Occupation
|
:
|
|
|
of
|
:
|
|
|
(hereinafter
called “the Transferee”) do hereby transfer to the Transferee the
|
-
6,499 -
|
shares
standing in our name in the Register of the Company to hold unto the Transferee,
its/his/her executors, administrators or assigns, subject to the several
conditions upon which we hold the same at the time of execution hereof, and
I/we
the Transferee do hereby agree to take the shares subject to the same
conditions.
|
Dated
this
|
day
of
|
Witness
to the signature of Transferor
|
Name:
|
Xxxxx, Xxx Shun |
 |
||
|
Address:
|
8/F., Skyline Plaza Hotel, | |||
| 644 Tong Fu Rd East, Guangzhou | ||||
|
For
and on behalf of
|
||||
| /s/ Xxxxx, Xxx Shun |
Gain
Dynasty Investments Limited
|
|||
|
Signature
of Witness
|
Signature
of Transferor
|
|||
Witness
to the signature of Transferee
|
Name:
|
|||
|
Address:
|
|||
|
Signature
of Transferee
|
|||
|
Signature
of Witness
|
|||
4
Schedule
3
BOUGHT
AND SOLD NOTES
|
NAME
OF COMPANY
|
Olympic
Forward Trading Company Limited
(滔達貿易有限公司)
|
|
(the
“Company”)
|
|
Transferor
|
:
|
Gain
Dynasty Investments Limited
|
|
of
|
:
|
Sea
Meadow House, Blackburne Highway, (P.O. Box 116), Road Town, Tortola,
British Virgin Islands
|
|
Transferee
|
:
|
|
|
of
|
:
|
|
|
Number
of Shares Transferred
|
:
|
-
6,499 -
|
|
Par
Value per Share
|
:
|
HK$1.00
|
|
Total
Consideration
|
:
|
|
Dated
this
|
day
of
|
 |
|||
|
For
and on behalf of
Gain
Dynasty Investments Limited
|
|||
|
Signature
of Transferor
|
Signature
of Transferee
|
||
5
Schedule
4
Olympic
Forward Trading Company Limited (滔達貿易有限公司)
(the
“Company”)
BOARD
MINUTES OF THE BOARD OF DIRECTORS
of the
Company made pursuant to Article of the Articles of Association of the
Company
| PRESENT | Xx. Xxxxx Xxxx Xx |
| Xx. Xx Xx Xxxx |
CHAIRMAN
Xx.
Xxxxx
Xxxx Xx was elected Chairman of the meeting.
QUORUM
It
was
noted that a quorum was present
throughout the meeting.
TRANSFER
OF SHARES
It
was
resolved that the transfer of the following shares be approved, subject to
the
transfer documents being duly stamped and presented for registration in
accordance with the provisions of the Articles of Association of the Company
:-
|
Transferors
|
Transferee
|
No.
of Shares
|
|
Gain
Dynasty Investments Limited
Xx
Xxxxxxx
|
6,499
1
|
6
It
was
further resolved that share certificate(s) be issued under the common seal
of
the Company and whose name(s) shall be entered on the Company's Register of
Members and Transfers accordingly.
CHANGES
IN DIRECTORS
IT
IS RESOLVED
that the
following be appointed additional Directors of the Company with immediate
effect:-
IT
IS RESOLVED
that the
resignation of the following persons as Directors of the Company be accepted
with immediate effect:-
| Xxxxx Xxxx Xx | |
| Xx Xx Xxxx |
CHANGES
IN SECRETARY
IT
IS
RESOLVED that the following be appointed Secretary of the Company with immediate
effect:-
IT
IS RESOLVED
that the
resignation of the following person as Secretary of the Company be accepted
with
immediate effect:-
Kingspeed
Consultants Limited
CHANGE
OF REGISTERED OFFICE
It
was
resolved that with immediate effect the registered office of the Company be
changed to
7
BANK
ACCOUNT
It
was
resolved that all existing bank mandates be cancelled with immediate
effect.
CONCLUSION
There
being no further business, the Chairman declared the meeting
closed.
|
Chairman |
||
8
IN
WITNESS whereof this Memorandum of Partial Release has been duly executed the
day and year first above written.
| EXECUTED as a deed | ) | /s/ Xxxx Xxxxxxxxx |
| By Name : | ) | Xxxx Xxxxxxxxx |
| For and on behalf of | ) | Managing Director |
| Xxxxxxx Sachs International | ) |
Witnessed
/s/
Xxxxx
Xxxx
Name:
Xxxxx Xxxx
Title:
Executive Director
9
