EXHIBIT 10.5
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THE OPTION CONTRACT
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▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇ ▇▇▇
AND
▇▇▇▇▇▇ Group Ltd.
JANUARY 20, 2005
THIS CONTRACT is dated January 20, 2005.
BETWEEN:
1) ▇▇ ▇▇▇▇ Hui, ID No. 342523197101190039, Address: 1706, ▇▇. ▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
2) Chen ▇▇ ▇▇▇, ID No. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, Address: 1706, ▇▇. ▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ xi Road, Shanghai, China (▇▇
▇▇▇▇ Hui and Chen ▇▇ ▇▇▇) are hereinafter collectively referred to as
the "Vendors" and each individually referred to as the "Ventor); and
3) ▇▇▇▇▇▇ Group Ltd., a company incorporated in HONG KONG with its
registered office situate at 306 Hang Bong Commercial Centre, ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and its principal office situate as
same (the "Purchaser").
WHEREAS:
(A) Shanghai Qianhou Computer Technolcogy Ltd. (the "Company") is a
domestic joint venture company with limited liability incorporated in
the PRC and has as at the date hereof a registered capital of RMB 1
million and a net asset of RMB3,747,926.
(B) As at the date of this Contract, the Purchaser is a wholly owned
subsidiary of Financial Telecom Limited (USA) Inc. (the "▇▇▇▇▇▇
Company"), the shares of which are currently listed on the
Over-the-Counter Bulletin Board ("OTCBB") of the United States (OTCBB
Symbol: FLTL.OB).
(C) Another wholly owned subsidiary of the ▇▇▇▇▇▇ Company has signed the
long term service agreement with the Vendor, which stipulates that the
wholly owned subsidiary shall provide the Vendor with the long term
financial and management service. In order to stimulate the wholly
owned subsidiary and improve its service quality, the Vendor have
agreed to empower the Option to the Purchaser and the Purchaser has
agreed to accept the Option according to the terms and conditions of
this Contract. Please see Clause 1 of this Contract for the definition
of Option.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and agreements
contained herein, the terms and conditions hereby are agreed upon by the Parties
in this Contract:
1. INTERPRETATION
1.1 In this Contract (including the Recitals), unless the context
otherwise requires, the following words and expressions shall have the
following meanings ascribed to each of them below:
"CONTRACT" this Contract for the Option Contract, as
amended or supplemented from time to time;
"BUSINESS DAY" From Monday to Friday except PRC's public holidays;
"OPTION" Within one year after this Contract is signed by
Parties, The Purchaser is entitled to purchase Sale
Interests according to Clause 4.1 of this Contract and
purchase the Transferable Note according to Clause 2.6
and 4.1 of this Contract;
"THE TERM OF OPTION" One year after this Contract is signed by Parties.
"SALE INTERESTS" 19% of the entire interest in the registered capital of
the Company to be sold by the Vendors to the Purchaser
according to Option of this Contract, in which 9.5% of
the entire interest in the registered capital of the
Company to be sold by ▇▇ ▇▇▇▇ Hui to the Purchaser and
9.5% of the entire interest in the registered capital
of the Company to be sold by Chen ▇▇ ▇▇▇ to the
Purchaser;
"▇▇▇▇▇▇ COMPANY" Financial Telecom Limited (USA) Inc., a company
incorporated under the laws of the state of Nevada,
United States, the shares of which are currently listed
on the Over-the-Counter Bulletin Board ("OTCBB") of the
United States (OTCBB Symbol: FLTL.OB).
"CONSIDERATION SHARES" New restricted shares of the ▇▇▇▇▇▇ Company to be
allotted and issued in the name of the Vendors or their
nominees for the consideration of Sale Interests and
the Transferable Note according to Clause 4.1, which
are restricted according to Rule 144 promulgated under
the U.S Securities Act and are calculated by the
Consideration regulated in Clause 4.1 /50% of the
average share price of 30 business days before
Completion;
"TRANSFERABLE NOTE" The debt certificate issued by the Vendors to the
Purchaser. After the Vendors are satisfied by the
consideration from the Purchaser according to Clause
4.1 of this Contract, they shall owe the Purchaser the
debt of USD 72,687 without interests and pay off the
debt of USD 72,687 after ten years from the issuing
date of the debt certificate. During the Term of
Transferable Note, the Purchaser shall be entitled to
execute the right to change the Vendors' debt to 16% of
the entire interest in the registered capital of the
Company according to Clause 2.6 and 2.7 of this
Contract.
"THE TERM OF Within ten years after the issuing date of the
TRANSFERABLE NOTE" Transferable Note.
"RESTRICTED TRADING a period of twelve (12) & twenty-four (24) & thirty-six
PERIOD" (36) months from the date on which the Consideration
Shares being allotted and issued to the Vendors or
their nominees; twelve months for 1/3 of the
Consideration Shares, twenty-four months for another
1/3 of the Consideration Shares, thirty-six months for
another 1/3 shares of the Consideration Shares;
"COMPLETION" The execution of Option in accordance with the terms
and conditions of this Contract including the
completion of the sale and purchase of the Sale
Interests and the issuing of the Transferable Note and
the satisfaction of the Consideration in accordance
with the terms and conditions of this Contract;
"COMPLETION DATE" the date falling on the 5th Business Day after the
conditions set out in Clause 3.2 , 3.3 have been
fulfilled or waived by the Purchaser and the Vendors
according to Clause 3.5;
"THE DATE OF THE 30 June, 2004.
BALANCE SHEET"
2. OPTION
2.1 Subject to the terms and conditions of this Contract, each of the
Vendor, agrees to empower the Option to the Purchaser and the
Purchaser agrees to accept the Option.
2.2 Subject to Clause 2.1 of this Contract, when the Purchaser get the
Option, the Vendor shall give and shall procure that the Purchaser
and/or any persons authorized by it in writing will be given such
access to the premises and all books, documents, title deeds, records,
returns, approvals, correspondence and accounts of the Company and its
subsidiaries and all such information relating to the Company as may
be reasonably requested by or on behalf of the Purchaser to undertake
and conduct a full due diligence (including but without limitation, in
all legal, financial and commercial aspects) against the Company and
be permitted to take copies of any such books, documents, title deeds,
records and accounts and that the directors and employees of the
Company shall be instructed to give promptly all such information and
explanations to any such persons as aforesaid as may be requested by
it or them. The Purchaser shall complete its due diligence (including
without limitation, legal, financial and commercial aspects) in
respect of the Company and its subsidiaries and the results of which
are, in the absolute opinion of the Purchaser, satisfactory and
acceptable to the Purchaser in all respects. on the Date of the
Balance Sheet, the Company`s net assets which are audited by
independent third party CPA are RMB 3,747,926.
2.3 Within the Term of Option, the Vendor shall not sell Sale Interests to
any third party and not make guarantee, and/or pledge and/or mortgage
or any other types of rights and/or benefit on Sale Interests without
the Purchaser's written agreement.
2.4 If the Purchaser does not execute Option in accordance with Clause 2.5
and 2.6 and 2.7 of this Contract during the Term of Option, Option
shall be cancelled.
2.5 During the Term of Option, if the Purchaser execute Option, it shall
send the written note ("Option Note") to the Vendor and inform them
Completion Day and that it shall own Sale Interests and Transferable
Note.
2.6 On Completion Day, if the Vendor doesn't issue the written
Transferable Note, the Purchaser automatically receives all the rights
of Transferable Note. The Vendor warrants as follow:
i. The Purchaser may send the written note ("Information of
Transferable Note") to the Vendor during the Term of Transferable
Note and inform them to get rid of the debt of the Transferable
Note instead that they shall transfer 16% of the entire interest
in the registered capital of this Company to the Purchaser in the
consideration of RMB 1.
ii. The Vendor shall transfer 16% of the entire interest in the
registered capital of this Company to the Purchaser under the
Chinese registration law according to Information of Transferable
Note and the Purchaser's or its designated third party shall
become the owner in the registry office.
2.7 The unconcerned matters in relation to the execution of Transferable
Note shall be considered by other clauses of this Contract.
2.8 After the date of the Option Note, The Vendor will not assume any
debts and any other duties regards to the Sale Interests, which exist
after the date of the Option Note and will not have any creditor's
rights and any other rights regards to the Sale Interests, which
exists after the date of the Option Note. After the date of the Option
Note, The Purchaser will assume any debts and any other duties regards
to the Sales Interests, which exist after the date of the Option Note
and will have any creditor's rights and any other rights regards to
the Sale Interests, >which exists after the date of the Option Note.
3. COMPLETION
3.1 The Completion Day is the date of the Option Note.
3.2 On Completion, The Vendor shall meet the following requirements:
(a) The Vendor shall get all necessary consents permits and approval
(whether governmental, regulatory or otherwise) as may be
required in respect of the transferring of the Sale Interests
from the relevant PRC governmental authorities, including but not
limited to the ratification from the PRC foreign trade economic
bureau or the provincial foreign trade economic department and
the Vendor shall inform the Purchaser all the relevant letters,
the ratification documents and other relevant documents;
(b) Each of the Vendor shall jointly and/or severally ( as the case
may be ) deliver or procure the delivery to the Purchaser of all
the following:
(i) all constitutional documents, contracts, minute books and
records (which shall be written up to date as at
Completion);
(ii) copies of the business license, the name of the
shareholders, the copies of the shareholders' identity card,
the structure of the shareholding and financial statements
of the Company;
(iii) other documents, letters and material which the
Purchaser may require;
(c) The Vendor shall hold a shareholder meeting approving the
following items according to the Purchaser's requirements:
(i) the sale and purchase of the Sale Interests;
(ii) the Transferable Note;
(iii) amending the constitution of the Company according to the
Purchaser;
(d) The Vendor shall complete the change procedures regards to the
Sale Interests in relevant Commercial and Industrial bureau and
inform the Purchaser all the relevant letters, ratification
documents and other relevant documents regards to the above the
change procedures..
3.3 On Completion, The Vendor shall meet the following requirements:
a) If so required, passing of necessary resolutions by shareholders
of the Purchaser at a shareholder meeting approving (i) the
purchase of the Sale Interests from the Vendor and (ii) the
Transferable Note (iii) this Contract.
b) The Purchaser shall procure that the directors of the board of
▇▇▇▇▇▇ Company make the resolutions and approve: the allotment
and issue of the Consideration Shares to the Vendor credited as
fully paid;
c) the Purchaser having obtained a legal opinion issued by a
qualified lawyer (acceptable by the Purchaser) in respect of:
(i) the legality and validity of this Contract and the
transactions contemplated herein;
(ii) the completion of all necessary procedures and obtaining of
all necessary approvals regarding the sale and purchase of
the Sale Interests;
(iii) no change in the permitted scope business of the Company
after the transfer of the Sale Interests;
(iv) all other matters reasonably requested by the Purchaser.
3.4 When any of the conditions set out in the Clause 3.2 has been
satisfied by the Vendor, unless that the Purchaser may by notice in
writing inform the Vendor to waive any of the conditions set out in
Clause 3.5, the Purchaser shall procure ▇▇▇▇▇▇ Company to allot, issue
and credit the Consideration Shares to the Vendor as fully paid.
3.5 From the date of this Contract to the Completion Date, the Purchaser
has the rights at any time in writing to inform the Vendor to waive
any of the conditions set out in Clauses 3.2; the Vendor also have the
rights at any time in writing to inform the Purchaser to waive any of
the conditions set out in Clause 3.3 from the date of this Contract to
the Completion Date.
3.6 Clauses 5 to Clause 13 shall survive the Completion.
4. CONSIDERATION
4.1 The Consideration for the transferring of the Sale Interests and the
issuing of the Transferable Note shall separately be RMB712,106
equal to USD 86,316 (1USD=RMB8.25) and RMB599,668 equal to USD 72,687
(1USD=RMB8.25) which shall be satisfied by the Purchaser in the
following manner:
i. the Purchaser procuring the ▇▇▇▇▇▇ Company to allot, issue and
credit the Consideration Shares to the Vendor in the Relevant
Proportions as fully paid on Completion; The Purchaser shall not
be obliged to complete the purchase of any of the Sale Interests
and the Transferable Note unless the purchase of all the Sale
Interests and the Transferable Note is completed simultaneously.
4.2 The Vendor shall notify the Purchaser in writing at least ten (10)
Business Days before the Completion Date of the name(s) and other
particulars of the registered holder(s) of the Consideration Shares
and the board lot denomination of the share certificate(s) in respect
of the Consideration Shares to be issued to them or their nominee(s)
and all necessary information and details as is reasonably required to
enable the share registrars of the ▇▇▇▇▇▇ Company to issue the
definitive share certificates for such Consideration Shares upon
Completion.
4.3 The Vendor understands that the Consideration Shares will not be
registered under the U.S. Securities Act. The Vendor also understand
that the Consideration Shares are being allotted and issued pursuant
to an exemption from registration contained in the U.S. Securities Act
based in part upon the Vendor' representations contained in this
Contract. The Vendor hereby represent and warrant as follow:
(a) Vendor bear economic risk: the Vendor have substantial experience
in evaluating and investing in private placement transactions of
securities in companies similar to the Purchaser so that it is
capable of evaluating the merits and risks of its investments in
the Purchaser and have the capacity to protect its own interests.
The Vendor are able to bear the economic risk of this investment;
(b) Acquisition for own account: the Vendor are acquiring the
Consideration Shares for their respective own account for
investment only, and not with a view towards their distribution;
(c) Vendor can protect their interest: the Vendor represent that by
reason of their management, business or financial experience, the
Vendor has the capacity to protect their own interests in
connection with the transactions contemplated in this Contract.
Further, the Vendor are aware of no publication of any
advertisement in connection with the transactions contemplated in
this Contract;
(d) Company information: the Vendor have had an opportunity to
discuss the Purchaser's business, management and financial
affairs with directors, officers and management of the Purchaser
and have had the opportunity to review the Purchaser's operations
and facilities. The Vendor have also had the opportunity to ask
questions of and receive answers from the Purchaser and its
management regarding the terms and conditions of this investment;
Purchaser will provide balance sheet and income statement to
Vendor.
(e) Rule 144: The Vendor have been advised or are aware of the
provisions of Rule 144 promulgated under the U.S. Securities Act,
which permits limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions;
(f) Legends: The Vendor understand and agree that the Purchaser will
cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s)
evidencing ownership of the Consideration Shares, together with
any other legends that may be required by state or federal
securities laws, or by the Articles of Association and Bye laws
of the Company, or by any other agreement between the Vendor and
the Purchaser or between the Vendor and any third party: THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT
TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT. THE
ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.
4.4 The Purchaser agrees that upon expiry of the Restricted Trading
Period, upon presentation of the Consideration Shares to Purchaser,
under the terms and conditions of this Contract, Purchaser will
commerce within 7 business days all necessary formalities and
registration procedures as may be required under the U.S. Securities
Act and the applicable State securities law to enable the
Consideration Shares becoming freely transferable and resalable.
5. THE SHAREHOLDERS MEETING, BOARD AND MANAGEMENT OF THE COMPANY AFTER THE
SALE AND PURCHASE OF SALE INTERESTS
5.1 The shareholders meeting which is formed by all shareholders shall be
the highest power organization of the Company. The way and the
procedures of discussing business in the shareholders meeting and the
scope of power of the shareholders meeting shall be ruled by "the
company law of the People's Republic of China "and the Company's
constitution amended under Clause 3.1 of this Contract.
5.2 After the sale and purchase of Sale Interest, The Company shall set up
the Board, the members of the Board are not more than 5 people and the
Purchaser has the rights to designate 1 director in the Board. The
business and operations of the Group shall be managed by the Board.
5.3 The Chairman of the Board and the legal representative of the Company
shall be nominated and appointed by the Board.
5.4 The financial controller and/or the chief financial officer of the
Company shall be nominated and appointed by the Board.
5.5 The scope of the power, the rules and the way of discussing the
business in the Board and the matters which are not concerned in
Clause 5 are ruled by "the company law of the People's Republic of
China" and the Company's constitution amended under Clause 3.1 of this
Contract.
5.6 The General Manager takes charge of the Company under the leading of
the Board. The scope of the power, the rules and the way of discussing
the business of the General Manager are ruled by "the company law of
the People's Republic of China" and the Company's constitution amended
under Clause 3.1 of this Contract.
6. DISPOSAL OF CONSIDERATION SHARES
Each of the Vendor agrees and acknowledges that the Consideration Shares
are subject to the United States Securities and Exchange Commission ("SEC")
Rule 144 and in particular, hereby jointly and severally undertakes to and
covenants with the Purchaser and the ▇▇▇▇▇▇ Company that it will not,
during the Restricted Trading Period, dispose of (including without
limitation by the creation of any option, charge or other Encumbrance or
rights over or in respect of) any of the Consideration Shares or any
interests therein owned by it/him/her or in which it/he/she is, directly or
indirectly, interested immediately after Completion.
7. WARRANTIES
7.1 THE WARRANTIES FROM THE VENDOR
1. The Company is a domestic joint venture company with limited
liability duly established and validly existing under the laws of
the PRC and has the corporate powers and authorizes to carry on
the business presently carried on by it and to own and hold the
assets used therewith. Each member of the Company are duly
established and validly existing under the laws of the place of
its incorporation and has the corporate powers and authorizes to
carry on the business presently carried on by it and to own and
hold the assets used therewith.
2. The facts and information set out in the recitals and Clause 2.2,
the Schedules and all documents attached are true and all
information which has been provided in writing to the Purchaser
or its representatives or advisers by the Vendor or by any
Director, officer or other official of the Company by its
professional advisers or other agents was when given and is now
true and accurate in all material respects. There is no fact or
matter which has not been disclosed which renders any such
information untrue, inaccurate or misleading or the disclosure of
which might reasonably affect the willingness of a willing
purchaser to purchase the Sale Interests in accordance with the
provisions of this Agreement.
3. The information disclosed to the Purchaser or its representatives
or professional advisers, by the Vendor and the directors,
officers or other officials of the Company regarding its current
status or prospects comprises all information which is material
for the reasonable assessment of the financial and trading
prospects of the Company or its subsidiaries as a whole.
4. The copy of the memorandum and articles of association of the
Company which have been provided to the Purchaser are true and
complete in all respects and have embodied in them or annexed to
them a copy of every such resolution and agreement required by
law to be annexed thereto and the Company has at all times
carried on its business and affairs in all respects in accordance
with its respective memorandum and articles of association and
all such resolutions and agreements.
5. The Sale Interests at the date of this Agreement are fully paid
up and are legally owned by the Vendor. There is not any
guarantees , mortgages or pledges and other forms of third
party's benefit on, over or affecting the Sale Interests.
6. The accounting systems of the Company and its subsidiaries comply
with `the Accounting Law of the People's republic of China' and
other relevant accounting regulations and laws. All the books of
the account of the Company and its subsidiaries are true and
accurate in all material respects and there is no loss at the
Date of the Balance Sheet of the Company;
7. At the Date of the Balance Sheet and the future, the Vendor shall
disclose a true and fair view of the assets and liabilities of
the Company and its subsidiaries and its profits for the
financial year ended on such date and the future;
8. The Company and its subsidiaries have paid all the taxes before
the Completion or will pay all the taxes according to the tax
laws and regulations and disclose all tax evasion or legally tax
evasions or other tax problems which can seriously affect the
Purchaser's intent to purchase the Sale Interests. The Company
and its subsidiaries haven't or will not pay any fine, penalty
and interests according to the tax laws, regulations and rules.
The Company and its subsidiaries have not in the last 3 years
been the subject of a discovery, audit or investigation by any
Taxation authority and there are no facts which are likely to
cause a discovery, audit or investigation to be made.
9. The Vendor covenant and undertake that prior to Completion and
without the prior written consent of the Purchaser, the Vendor
shall procure that the Company and its subsidiaries shall not:
a. incur any expenditure on capital account or enter into any
option in respect of any part of its assets;
b. dispose of or agree to dispose of or grant any option in
respect of any part of its assets;
c. borrow any money or make any payments out of or drawings on
its bank account(s) other than routine payments;
d. enter into any unusual or abnormal contract or commitment;
e. make any loan;
f. enter into any leasing, hire, purchase or other agreement or
arrangements for payment on deferred terms;
g. declare, make or pay any dividend or other distribution or
do or suffer anything which may render its financial
position less favourable than as at the date of this
Agreement;
▇. ▇▇▇▇▇ or issue or agree to grant or issue any mortgages,
charges, debentures or other securities or give or agree to
give any guarantees or indemnities;
i. make any change in the terms and conditions of employment or
pension benefits of any of its directors or employees or
employ or terminate (other than for good cause) the
employment of any person;
j. create, issue or grant any option in respect of any class of
share or loan capital or agree so to do;
k. in any other way depart from the ordinary course of its
respective day-to-day business either as regards the nature
scope or manner of conducting the same;
l. voluntarily contravene or fail to comply with any material
obligation, statutory or otherwise; and
m. do anything whereby its financial position will be rendered
less favourable than at the date hereof.
10. After the date of the Contract, the Vendor required by the Purchaser shall
hire the qualified and licensed CPA to audit the Company at each financial
year.
7.2 THE WARRANTIES FROM THE PURCHASER
1. The Company is a company duly established and validly existing under
the laws of the Hongkong and has the corporate powers and authorises
to carry on the business presently carried on by it and to own and
hold the assets used therewith. The ▇▇▇▇▇▇ Company is a listed company
duly established and validly existing under the laws of USA.
2. The Purchaser procure that ▇▇▇▇▇▇ Company will issue the Consideration
Shares according to the terms and conditions of this Contract.
8. THE LIABILITIES OF THE BREACH OF THE CONTRACT
8.1. The Vendor and Purchaser shall fulfill the Contract properly and in
time, Should all or part of this Contract be unable to be fulfilled
owing to the fault of one party, the breaching party shall bear the
responsibilities thus caused.
8.2. Should the Vendor break the warranties regulated in Clause 8.1 and
cause the Purchaser's economic loss and expenses (including the legal
fees), the Vendor shall bear the responsibilities thus caused.
9. TERMINATION AND AMENDMENTS
9.1. The Vendor and the Purchaser can agree in writing to terminate this
Contract after negotiations.
9.2. The Vendor and the Purchaser can terminate this Contract according to
the following conditions:
1. Should this Contract be unable to be fulfilled materially due to
the Force Majeure, the Vendor and the Purchaser have the rights
to terminate this Contract without any liabilities.
2. Should one party be unable to fulfil this Contract improperly and
cause to break this Contract fundamentally, the party who abides
by this Contract has the rights to terminate this Contract, the
breaching party shall bear the responsibilities thus caused.
3. Other conditions regulated by the relevant laws.
10. CONFIDENTIALITY AND ANNOUNCEMENTS
10.1. Each of the parties undertakes to the others that it will not, at any
time after the date of this Agreement, divulge or communicate to any
person other than to its professional advisers, or when required by
law or any rule of any relevant stock exchange body or regulatory
authorities, or to its respective officers or employees whose province
is to know the same any confidential information concerning the
business, accounts, finance or contractual arrangements or other
dealings, transactions or affairs of any of the others which may be
within or may come to its knowledge and it shall use its best
endeavours to prevent the publication or disclosure of any such
confidential information concerning such matters.
10.2. No public announcement or communication of any kind shall be made in
respect of the subject matter of this Agreement unless specifically
agreed between the parties or unless an announcement is required
pursuant to the applicable laws and the regulations or the
requirements of any relevant stock exchange or any other regulatory
body or authority. Any announcement by any party required to be made
pursuant to any relevant laws or regulation or the requirements of the
relevant stock exchange or any other regulatory body or authority
shall be issued only after such prior consultation with the other
party as is reasonably practicable in the circumstances.
11. GOVERNING LAW AND JURISDICTION
11.1. This Agreement shall be governed by and construed in accordance with
the laws of Hong Kong. 11.2. Any dispute, controversy or claim arising
out of or relating to this Agreement, or the breach termination or
invalidity thereof, shall be settled firstly by friendly negotiations;
In case no settlement can be reached through consultations, the
disputes shall be submitted to the jurisdictional Court in HongKong.
12. MISCELLANEOUS
12.1. This Contract constitutes the entire agreement between the parties
hereto with respect to the matters dealt with herein and supersedes
all previous agreements, arrangements, statements, understandings or
transactions between the parties hereto in relation to the matters
hereof and the parties acknowledge that no claim shall arise in
respect of any agreement so superseded.
12.2. Any variation to this Agreement shall be binding only if recorded in
a document signed by all the parties hereto.
12.3. The obligations, liabilities (including without limitation, breach of
Warranties) and undertakings of the Vendor shall be joint and several.
12.4. This Agreement shall be binding upon and ensure for the benefit of
the successors of the parties but shall not be assignable.
12.5. All provisions of this Agreement, in so far as the same shall not
have been performed at Completion, shall remain in full force and
effect notwithstanding Completion.
12.6. If any provision of this Agreement shall be held to be illegal or
unenforceable, the enforceability of the remainder of this Agreement
shall not be affected.
12.7. The Purchaser shall not be responsible for any government fees and
tax and other additional expenses(including lawyer fees) caused by the
Vendor according to this Contract
IN WITNESS WHEREOF THIS CONTRACT HAS BEEN DULY EXECUTED BY ALL PARTIES HERETO
THE DAY AND YEAR FIRST ABOVE WRITTEN.
THE VENDOR
THE PURCHASER
▇▇▇▇▇▇ GROUP LTD.(STAMP)
AUTHORIZATION
