EXHIBIT 10.1
AGREEMENT OF PROPERTY SALES CONTRACT
This is an agreement between Xxxxxx Science (the "Seller") and Wando Seafood
Distributions Co., Ltd. (The "Buyer"), regarding the sales and purchase of the
Seller's factory.
ARTICLE 1 (OBJECTIVE)
The objective of this agreement is to specify terms and conditions, and rights
and obligations between the Seller and the Buyer, regarding the purchase and
sales of the property specified in the Article 2.
ARTICLE 2 (THE PROPERTY)
The property (The "Property") that the Seller is selling to the Buyer is as
follows:
1. Land: located at 00-0 Xxxxxxxx-xxxx, Xxxxxx-xx, Xxxxxxx Xxxx,
Xxxxxxxx-xx, Xxxxx
2. Any buildings on the land stated above
ARTICLE 3 (PURCHASE PRICE AND PAYMENT METHOD)
1. Purchase price for the Property is six billion and nine hundred
million (6,900,000,000) wons.
2. The Buyer will make the payment to the Seller as follows:
- Down payment: in the amount of one billion and five hundred
million (1,500,000,000) wons, at the time of this contract
- Closing payment: of the remainder of the sales price, in the
amount of five billion and four hundred million (5,400,000,000)
wons, on or before January 31, 2009
3. The closing payment stated above is the amount of the loan drawn from
Industrial Bank of Korea. the Buyer should either pay off the loan, or
take over the loan from the Seller on or before January 31, 2009.
ARTICLE 4 (TRANSFER OF OWNERSHIP)
1. The Buyer is responsible for obtaining administrative processes
including all necessary sanctions, clearances, permissions and
notifications regarding the purchase of the Property specified in the
Article 2, and the Seller should provide necessary assistance.
2. The Seller should issue all documentation required for the Buyer in
order to transfer the registration of ownership for the Property, upon
completion of the payment as specified in the Article 3 - clause 2.
3. After completing the transfer of ownership for the Property, the party
who is defined as the taxpayer by the local tax laws at the time of
standard assessment is responsible for all property taxes regarding
the Property.
ARTICLE 5 (SPECIAL CONDITIONS)
1. The Seller maintains the rights to use the Property including the
manufacturing facilities, until the Buyer completes the closing
payment on January 31, 2009.
2. In exchange of such usage in clause 1, the Seller will make monthly
usage payments to the Buyer, in the amount of fifteen million
(15,000,000) wons for each month, starting from the next month from
this contract date until January 31, 2009. Before the IPO of the
Seller, each monthly payment will be made in the following conditions:
The Seller will make cash payment in the amount of five million
(5,000,000) wons at the first day of each month, and the Seller's
shares will be given to the Buyer for the remainder of the monthly
payment, in the amount equivalent to ten million (10,000,000) wons,
with the applicable share price is that of the Seller's public offers,
at the time of the Seller's IPO. After the Seller's IPO, all monthly
payment will be made in full, in the amount of fifteen
million (15,000,000) wons in cash at the first day of each month.
ARTICLE 6 (CLEARANCE OF INDEMNITY)
The Seller should clear all taxes and other indemnities regarding the Property
before the transfer of ownership to the Buyer.
ARTICLE 7 (PROHIBITION OF TRANSFERS AND COLLATERALS)
Until the completion of the closing payment, the Buyer cannot transfer the
ownership or provisional registration for the Property to a third party, or put
up the Property as collateral for a loan.
ARTICLE 8 (DISPUTES)
The Seller and the Buyer should collaborate for the mutual benefits to resolve
any conflicts regarding the matters that are not set in this agreement, or
disputes caused by different interpretations of the terms and conditions stated
herein.
Two copies of the agreement will be produced and signed by both the Seller and
the Buyer, and each party will keep a copy.
Contract date: January 16, 2004
The Seller: Xxxxx-xxxx Noh, CEO
Xxxxxx Science
00-0 Xxxxxxxx-xxxx, Xxxxxx-xx, Xxxxxxx Xxxx, Xxxxxxxxx-xx, Xxxxx
The Buyer: Su-xxxxx Xxxx, CEO
Wando Seafood Distributions Co., Ltd.
000-0 Xxxxxx-xx, Xxxxx-xxx, Xxxxx-xxx, Xxxxxxx Xxxxxxxx, Xxxxx
