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EXHIBIT 10.2
THIS AGREEMENT is made the 27th day of March of 2001.
BETWEEN
Quintalinux Limited of Suites 1404-1406, Devon House, ▇▇▇ ▇▇▇▇'▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (hereinafter referred to as, "Quinta") of the one
part and ▇▇. ▇▇▇ TAT holder of Hong Kong Identity Card No. ▇▇▇▇▇▇▇ (▇) of ▇▇▇▇
▇, ▇▇/▇., ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, No. ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇
(hereinafter called "▇▇. ▇▇▇") of the special part.
WHEREAS
1. Uni-Zone Advanced Technology Company Limited of ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ University of Science &
Technology, Clear Water Bay, Hong Kong (hereafter referred to as, "UAT" is
a Hong Kong private limited company bearing company registration No. 610920
with its registered office address situated at ▇▇▇▇▇ ▇▇▇▇, ▇▇/▇., ▇▇▇▇▇
▇▇▇▇▇▇ II, 21 ▇▇▇ ▇▇▇▇ Street, Kowloon, Hong Kong carrying on a business in
Hong Kong and has an authorized share capital of HK$10,000.00 consisting of
10,000 shares of HK$1.00 each out of which 10 shares were issued.
2. ▇▇. ▇▇▇ is and was major shareholder of UAT and a director of UAT.
3. UAT was and is now developing its own under-floor air-conditioning system,
which is an important element of intelligent building, and the first
product has been released on or about the end of June 2001 ("UAT's
product")
4. Quinta has already assessed the existing business module and company status
of UAT and the value of UAT is not less than HK$300M. Quinta had entered
into a Memorandum of Understanding with ▇▇. ▇▇▇ for acquisition of majority
shares of UAT at the unit price per share to be 90% of the value per share
valuated and determined by an independent valuation report with an option
to acquire the shares of UAT up to 100%. Due to the unavailability of
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valuation report, the completion date was postponed by the parties hereto
and Quinta has paid the sum of HK$25,000,000.00 to ▇▇. ▇▇▇ as part of
purchase price.
5. The parties hereto intends to reach an agreement on the following terms and
conditions in order to complete the said acquisition of majority shares of
UAT:
It is mutually agreed that:-
1. In consideration of ▇▇. ▇▇▇ agreeing to sell majority shares of UAT to
Quinta, Quinta agrees to purchase such shares of UAT at the price per share
being 90% of the value per share valuated and determined by an independent
valuation report to be obtained by the parties hereto.
(a) Upon issuance of an independent valuation report, ▇▇. ▇▇▇ shall
transfer to Quinta the shares of UAT which shall be equivalent to the
value of HK$25,000,000.00 and the completion date for sale and
purchase of such shares of UAT shall be fixed by the parties. The said
sum of HK$25,000,000.00 shall be applied as the purchase price.
2. ▇▇. ▇▇▇ hereby grant an option to Quinta to purchase from him up to 100%
but not less than 51% of shares of UAT at the unit price per share valued
and determined in the said valuation report. Such option shall be exercised
by Quinta within 18 months from the date of issue of the said valuation
report and the completion date shall be fixed by the parties within 14 days
after receiving a notice of exercising of such option. In case of Quinta
exercises its right to purchase the shares of UAT up to 100% but not less
than 51%, ▇▇. ▇▇▇ shall sell all the shares of UAT in the name of his own
and shall procure any other shareholder of UAT to sell the shares of UAT to
Quinta. Upon completion of sale and purchase of such shares of UAT, Quinta
shall be entitled to pay the purchase price or any part thereof by way of
one or more of the following manners:-
(a) cash; or
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(b) issuance or transfer of shares of Quinta in favour of ▇▇. ▇▇▇ and the
value of each share of Quinta shall be calculated in accordance with
15 consecutive day average of Quintalinux Limited's common stock as
reported on NASDAQ; or
(c) transfer realizable assets of Quinta in favour of ▇▇. ▇▇▇ and the
value of such assets shall be the fair market value to be determined
by an independent valuer to be appointed by the parties to assess the
market value.
IN WITNESS WHEREOF the parties have executed the Agreement on the date and year
above written.
SIGNED by CHU TAT in ) /s/
the presence of:- ) Chu Tat
SIGNED by for and ) For and on behalf of
on behalf of Quintalinux Limited ) QUINTALINUX LIMITED
in the presence of:- ) /s/
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▇▇▇▇▇ ▇.▇. ▇▇▇
Authorised Signature(s)
