Dated the 18 day of February 2011
NAMES SET OUT IN SCHEDULE 1
(the "Vendors")
and
GOOD WORLD INVESTMENTS LIMITED
(the "Purchaser")
and
CHINA MEDIA GROUP CORPORATION
(the "CMG")
and
ADVANCE TECH COMMUNICATIONS SDN.
BHD.
(the "ATC")
--------------------------------------------------------------------------
AGREEMENT
RELATING TO
THE SALE AND PURCHASE OF 293,000
SHARES
IN
ADVANCE TECH COMMUNICATIONS SDN.
BHD.
--------------------------------------------------------------------------
| THIS AGREEMENT is dated on
the 18th day of February 2011 |
(A) |
The persons whose names are set out in Schedule 1 (the "Vendors");
|
(B) |
GOOD WORLD INVESTMENTS LIMITED, a company incorporated in the British Virgin Islands
and having its correspondence address in Hong Kong at 0000 Xxx Xxxx Xxxxxxxxxx Xxxxxx, 000
Xxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx ("Purchaser");
|
(C) |
CHINA MEDIA GROUP CORPORATION, a company incorporated in Texas, U.S.A. and having its
correspondence address in Hong Kong at 0000 Xxx Xxxx Xxxxxxxxxx Xxxxxx, 000 Xxxxxxxx Xxxx,
Xxxxxxx, Xxxx Xxxx ("CMG"); and
|
(D) |
ADVANCE TECH COMMUNICATIONS SDN. BHD., a company incorporated in Malaysia with limited
liabilities and having its registered office at 3rd Floor Xx. 00, Xxxxx Xxxx
Xxxxx, 00000, Xxxxx Xxxxxx, Xxxxxxxx ("Company" or "ATC")
on the following terms and conditions.
|
A. |
The Vendors are the beneficial owners of the number of shares set opposite in Schedule 1
in the capital of the Company. The Company has as at the date hereof issued 4,100,000
shares which have been fully paid. The Company intends to issue an additional 1,793,000
Shares at par value such that the Purchaser's acquisition of the Sale Shares shall
represents no less than 5% equity interests in the Company.
|
B. |
The Purchaser is an investment holding company and is a wholly owned subsidiary of CMG,
a company quoted on the Over The Counter Bulletin Board in the USA under the symbol
"CHMD".
|
D. |
The Vendors have agreed to sell and the Purchaser has agreed to purchase the Sale Shares
under the terms and conditions of this agreement.
|
1.1 |
In this Agreement, the following words and expressions have the following meanings, unless
they are inconsistent with the context:-
|
|
"Agreement" means this agreement for the sale and purchase of the Sale
Shares, as amended or supplemented from time to time;
|
|
"Completion Date" means the date of signing this Agreement;
|
|
"Consideration
Shares" means 2,205,376 shares in CMG to be issued at an issuance price of
US$0.03 per common stock of CMG; |
|
"Hong Kong" means the Hong Kong Special Administrative Region of the
People's Republic of China;
|
|
"IPO" means the listing of the Shares on an internationally recognized
stock;
|
|
"Parties" means the named parties to this Agreement and their respective
successors and permitted assigns and "Party" means any of them;
|
|
"Sale Shares" means the number Shares to be sold by the Vendors to the
Purchaser as shown in Column 1 of Schedule 1 which constitute in aggregate not less than
5% of the total issued share capital of the Company as at IPO;
|
|
"Shares" means shares in the share capital of the Company;
|
|
"Warranties" means the representations, warranties and undertakings
contained or referred to in Clause 6;
|
|
"RM" means Malaysian Ringgits; and
|
|
"USD" means United States Dollars.
|
2.1 |
Subject to the terms and conditions of this Agreement, each of the Vendors, as beneficial
owners of the respective number of Sale Shares as set out in Column 1of Schedule 1, shall
sell and the Purchaser shall (or the Purchaser's nominee), relying on the warranties and
indemnities herein contained, purchase the Sale Shares free from all encumbrances together
with all rights now or hereafter attaching thereto including but not limited to all
dividends paid, declared and/or made in respect thereof on or after the date of this
Agreement for the consideration set out in Clause 3 below.
|
3.1 |
The aggregate consideration for the Sale Shares is a total of RM293,000 of which RM87,900
shall be paid in cash and the remaining RM205,100 shall be paid in Consideration Shares to
the respective Vendors as its consideration set out in Column 2 in Schedule 1.
|
3.2 |
Within 60 days of the Completion Date, the Purchaser shall procure the issuance of the
Consideration Shares to each of the Vendors.
|
3.3 |
The Vendor confirms that it has received RM69,700 from the Purchaser as part of the cash
consideration in Section 3.1 above. The remaining sum of RM18,200 shall be paid by the
Purchaser to the Vendor within two weeks from the Completion Date.
|
4.1 |
Completion of the purchase of Sale Shares shall take place at the Purchaser's registered
office or a place to be agreed between the parties at 5.00 p.m. on the Completion Date or
at a later date to be agreed between the parties herein.
|
4.2 |
Within 60 days after the Completion Date, each of the Vendors shall deliver to the
Purchaser duly completed and signed transfers in favor of the Purchaser or as it may
direct in respect of the Sale Shares.
|
4.3 |
Upon completion of the matters referred to in Clause 4.2 and 4.3 above, the Vendor shall
procure that all the necessary documentations (i.e. share certificates) be prepared and
executed in relation to the purchase of the Sale Shares.
|
5.1 |
CMG hereby represents and warrants that:
|
|
a)
|
The Consideration Shares issued hereunder have been duly authorized by the appropriate
corporate action of CMG.
|
|
b)
|
CMG shall transfer title, in and to the Consideration Shares to each of the Vendors free
and clear of all liens, security interests, pledges, encumbrances, charges, restrictions,
demands and claims, of any kind and nature whatsoever, whether direct or indirect or
contingent.
|
|
c)
|
As soon as practicable after the Completion Date, the Purchaser shall deliver to each of
the Vendors a certificate or certificates representing the Consideration Shares subject to
no liens, security interests, pledges, encumbrances, charges, restrictions, demands or
claims in any other party whatsoever, except as set forth in the legend on the
certificate, which legend shall provide substantially as follows:
"THE SHARES (OR OTHER
SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE." |
|
d)
|
Each of the Vendors acknowledges that the Consideration Shares will initially be
"restricted securities" (as such term is defined in Rule 144 promulgated under
the Securities Act of 1933, as amended ("Rule 144"), that the Consideration
Shares will include the foregoing restrictive legend, and, except as otherwise set forth
in this Agreement, that the Consideration Shares cannot be sold unless registered with the
United States Securities and Exchange Commission ("SEC") and qualified by
appropriate state securities regulators, or unless each of the Vendors obtains written
consent from CMG and otherwise complies with an exemption from such registration and
qualification (including, without limitation, compliance with Rule 144)).
|
|
e)
|
Each of the Vendors acknowledges and agrees that CMG makes no other representations or
warranties with respect to the Consideration Shares or the Purchaser.
|
6.1 |
Each of the Vendors warrants to the Purchaser that:
|
|
a)
|
It has full power and authority to enter into and perform this Agreement.
|
|
b)
|
It is the legal and beneficial owner of the Sale Shares as set out against the respective
Vendors names in Schedule 1, free and clear of any lien, charge, option, right of
pre-emption or other encumbrance or third party right whatsoever.
|
|
c)
|
There are no options or other agreements outstanding which accord to any person the right
to require the creation of any mortgage, charge, pledge, lien or other security or
encumbrance over any of the Sale Shares.
|
6.2 |
The Company warrants to the Purchaser that it shall only issue up to 1,793,000 shares in
the Company to raise additional capital prior to the IPO. In any event the Purchaser's
equity interests in the Company shall not be less than 5% of the equity interests in the
Company prior to IPO.
|
7.1 |
The rights and remedies of the Purchaser in respect of any breach of the warranties given
by the Vendor hereunder shall not be affected by completion of the Purchase of the Sale
Shares or by any failure to exercise or delay in exercising any right or remedy or by any
other event or matter whatsoever, except a specific and duly authorized written waiver or
release.
|
7.2 |
This Agreement constitutes the whole agreement between the parties and it is expressly
declared that no variations hereof shall be effective unless made in writing.
|
7.3 |
Any right of rescission conferred upon the Purchaser hereby shall be in addition to and
without prejudice to all other rights and remedies available to it.
|
8.1 |
This Agreement shall be binding on each party's successors and assigns but except as
expressly provided, none of the rights of the parties under this Agreement or the
warranties provided herein may be assigned or transferred.
|
9.1 |
Any notice, demand or communication required or desired to be given or made under this
Agreement shall be in writing and delivered or sent by post to the Vendors or to the
Company at c/o 10/F., Chiyu Bank Building, 00 Xxx Xxxxx Xxxx Xxxxxxx, Xxxx Xxxx; and to
the Purchaser and CMG at 0000 Xxx Xxxx Xxxxxxxxxx Xxxxxx, 000 Xxxxxxxx Xxxx, Xxxxxxx, Xxxx
Xxxx or such other address in Hong Kong as may be notified by such party to the other.
|
9.2 |
Any notice or other communication shall be deemed to have been received if sent by
facsimile, when sent: or if delivered personally, when delivered; or if sent by post, 7
days if overseas and 48 hours if local after the date of posting.
|
9.3 |
Reference in Clause 9.1 to writing shall include a notice or communication by facsimile
provided that the transmission is confirmed by a transmission report.
|
10.1 |
Each party shall bear its own legal, accountancy and other costs and expenses incurred in
connection with this Agreement.
|
10.2 |
Any stamp duty on the Sale Shares shall be borne by the parties in equal shares.
|
11.1 |
This Agreement shall be governed by and construed in accordance with the laws of Malaysia
and the parties irrevocably submit to the non-exclusive jurisdiction of the Malaysia
courts.
|
Schedule 1
Name and Address |
Sale Shares
(Column 1)
|
CMG
Consideration Shares to be issued
(Column 2) |
Xxxxxxxx Xxx
I/C No. * * * |
146,500 |
1,102,688 |
Xxxxxxx Xxxxxx Xxx
Xxxxx Xxxxxxx
I/C No. * * *
|
146,500 |
1,102,688 |
| Total |
293,000 |
2,205,376 |
* * * Intentionally left blank |
| IN WITNESS whereof this
Agreement has been executed on the day and year first above written. |
Signed by
Xxxxxxxx Xxx
in the presence of:
Signed by
Xxxxxxx Xxxxxx Xxx Xxxxx Xxxxxxx
in the presence of:
Signed by
for and on behalf of
GOOD WORLD INVESTMENTS LIMITED
in the presence of:
Signed by
for and on behalf of
CHINA MEDIA GROUP CORPORATION
in the presence of:
Signed by
for and on behalf of
ADVANCE TECH COMMUNICATIONS SDN. BHD.
in the presence of: |
)
) /s/ Xxxxxxxx Xxx
)
)
) /s/ Xxxxxxx Xxxxxx Xxx Xxxxx Xxxxxxx
)
)
)
) /s/ Con Unerkov
)
)
)
) /s/ Con Unerkov
)
)
)
) /s/ Xxxxxxx Xxxxxx Xxx Xxxxx Xxxxxxx
) |
