EXHIBIT 1
STOCK PURCHASE AGREEMENT
dated as of March 2, 2001
by and between
E-LINK INVESTMENT LIMITED
AND
ANKA CAPITAL LIMITED
with respect to 244,897 shares
of common stock, $.001 par value, of
CHINA RESOURCES DEVELOPMENT, INC.
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT dated as of March 2, 2001, is made and
entered into by and between Anka Capital Limited, a British Virgin Islands
company (the "Purchaser"), and E-link Investment Limited, a British Virgin
Islands company (the "Seller").
WHEREAS, Seller owns two hundred forty-four thousand eight hundred
ninety seven (244,897) shares of common stock, par value $.001 per share
("Common Stock"), of China Resources Development, Inc., a Nevada corporation
(the "Company"), constituting approximately 29% of the issued and outstanding
common stock of the Company; and
WHEREAS, Seller desires to sell, and Purchaser desires to purchase, all
of the Common Stock owned by Seller (the "Shares") on the terms and subject to
the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
SALE OF SHARES AND CLOSING
1.1 Purchase and Sale. Seller agrees to sell to Purchaser, and
Purchaser agrees to purchase from Seller, all of the right, title and interest
of Seller in and to the Shares at the Closing on the terms and subject to the
conditions set forth in this Agreement.
1.2 Purchase Price. The purchase price for the Shares is $658,160
United States Dollars (the "Purchase Price"), based upon a per share price of
$2.6875 United States Dollars, representing the closing price of the common
stock of the Company as quoted on the Nasdaq SmallCap Market on March 1, 2001,
being the immediate trading day prior to the date of the Agreement. The Purchase
Price is payable in immediately available funds in the manner provided in
Section 1.3.
1.3 Closing. The Closing is taking place concurrently with the
execution of this Agreement. Purchaser is tendering herewith the Purchase Price
by wire transfer of immediately available funds to Seller on account, as
follows:
Account Name: E-link Investment Limited
Name of Bank: The Hongkong and Shanghai Banking
Corporation Limited
Address: 000, Xxx Xxxxxxx Xxxxx
Xxxx Xxxx
Account No.: 000-0-000000
Simultaneously, Seller hereby sells, conveys, assigns and transfers to Purchaser
good and valid title in and to the Shares, free and clear of all liens, security
interests, pledges or encumbrances of any kind, by delivering to Purchaser a
certificate or certificates representing the Shares, duly endorsed in blank or
accompanied by duly executed stock power endorsed in blank, with signatures
medallion guaranteed or notarized thereon. The transactions contemplated hereby
shall not be deemed completed until Purchaser has received the Shares and Seller
has received the Purchase Price, all in the manner contemplated hereby.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Purchaser as follows:
2.1 Corporate Existence of Seller. Seller is a corporation duly
organized, validly existing and in good standing under the laws of British
Virgin Islands. Seller has full corporate power and authority to execute and
deliver this Agreement and to perform its obligations hereunder and to
consummate the transactions contemplated hereby, including without limitation to
own, hold, sell and transfer (pursuant to this Agreement) the Shares.
2.2 Authority. The execution and delivery by Seller of this Agreement,
and the performance by Seller of its obligations hereunder, have been duly and
validly authorized by the Board of Directors of Seller, no other corporate
action on the part of Seller or its stockholders being necessary. This Agreement
has been duly and validly executed and delivered by Seller and constitutes a
legal, valid and binding obligation of Seller enforceable against Seller in
accordance with its terms.
2.3 Capital Stock. The Shares are duly authorized, validly issued,
outstanding, fully paid and nonassessable. Seller owns the Shares beneficially
and of record, free and clear of all liens, security interests, pledges or
encumbrances of any kind. The delivery of a certificate or certificates at the
Closing representing the Shares in the manner provided in Section 1.3 will
transfer to Purchaser good and valid title to the Shares, free and clear of all
liens, security interests, pledges or encumbrances of any kind other than liens,
security interests, pledges or encumbrances created or suffered to exist by
Purchaser.
2.4 No Conflicts. The execution and delivery by Seller of this
Agreement do not, and the performance by Seller of its obligations under this
Agreement and the consummation of the transactions contemplated hereby will not:
(a) conflict with or result in a violation or breach of any of the
certificate or articles of incorporation or by-laws (or other comparable
corporate charter documents) of Seller or the Company; or
(b) conflict with or result in a violation, default or breach, as
applicable, of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or contract or agreement applicable to Seller or
the Company or any of their respective assets and properties (other than such
conflicts, violations or breaches which could not in the aggregate reasonably be
expected to materially adversely affect the validity or enforceability of this
Agreement).
2.5 Governmental Approvals and Filings. No consent, approval or
action of, filing with or notice to any court, tribunal, arbitrator, authority,
agency, commission, official or other instrumentality of the
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United States, any foreign country, or any domestic or foreign state, county,
city or other political subdivision on the part of Seller or the Company is
required in connection with the execution, delivery and performance of this
Agreement or the consummation of the transactions contemplated hereby, except
where the failure to obtain any such consent, approval or action, to make any
such filing or to give any such notice could not reasonably be expected to
materially adversely affect the validity or enforceability of this Agreement.
2.6 Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried out by Seller directly with
Purchaser without the intervention of any person on behalf of Seller in such
manner as to give rise to any valid claim by any person against Purchaser or the
Company for a finder's fee, brokerage commission or similar payment.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to Seller as follows:
3.1 Corporate Existence. Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of British Virgin Islands.
Purchaser has full corporate power and authority to execute and deliver this
Agreement to perform its obligations hereunder and to consummate the
transactions contemplated hereby. Purchaser is duly qualified as a foreign
corporation to do business, and in good standing, in each jurisdiction where the
character of the properties owned or leased by it, or the nature of its
activities, is such that qualification as a foreign corporation is required by
law.
3.2 Authority. The execution and delivery by Purchaser of this
Agreement, and the performance by Purchaser of its obligations hereunder, have
been duly and validly authorized by the Purchaser, no other corporate action on
the part of Purchaser or its stockholders being necessary. This Agreement has
been duly and validly executed and delivered by Purchaser and constitutes the
legal, valid and binding obligations of Purchaser enforceable against Purchaser
in accordance with its terms.
3.3 No Conflicts. The execution and delivery by Purchaser of this
Agreement do not, and the performance by Purchaser of its obligations under this
Agreement and the consummation of the transactions contemplated hereby will not:
(a) conflict with or result in a violation or breach of any of the
certificate, articles or incorporation or by-laws (or other comparable corporate
charter document) of Purchaser; or
(b) conflict with or result in a violation, default or breach, as
applicable, of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award applicable to Purchaser or any of its assets and
properties (other than such conflicts, violations or breaches which could not in
the aggregate reasonably be expected to materially adversely affect the validity
or enforceability of this Agreement).
3.4 Governmental Approvals and Filings. No consent, approval or
action of, filing with or notice to any court, tribunal, arbitrator, authority,
agency, commission, official or other instrumentality of the
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United States, any foreign country, or any domestic or foreign state, county,
city or other political subdivision on the part of Purchaser is required in
connection with the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby, except where the failure
to obtain any such consent, approval or action, to make any such filing or to
give any such notice could not reasonably be expected to materially adversely
affect the validity or enforceability of this Agreement.
3.5 Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried out by Purchaser directly
with Seller without the intervention of any person on behalf of Purchaser in
such manner as to give rise to any valid claim by any person against Seller or
the Company for a finder's fee, brokerage commission or similar payment.
3.6 Private, Resale Transaction. Purchaser understands and acknowledges
that the Shares are being offered and sold under an exemption from registration
provided for in Section 4(1) of the Act and/or 4(1-1/2) promulgated under the
Act that it is purchasing the Shares without being furnished any offering
literature or prospectus. Purchaser hereby further represents and warrants as
follows:
(a) Purchaser is an "accredited investor" as that term is defined in
Rule 501 of Regulation D promulgated under the Act.
(b) Purchaser hereby acknowledges that the Shares have not been
approved or disapproved by the U.S. Securities and Exchange Commission (the
"SEC") or any other federal or state governmental authority nor has the SEC or
any such federal or state governmental authority passed upon the accuracy or
adequacy of any of the information provided by the Seller to Purchaser regarding
the Company, the Shares or any other related matter.
(c) Purchaser acknowledges that the Shares have not been registered
under the Act, or the laws of any other jurisdiction and that the Shares cannot
be sold or transferred by Purchaser unless they are subsequently registered
under applicable law or an exemption from registration is available. Purchaser
understands that the Company is not required to register or assist in the
registration of the Shares or make any exemption from registration available.
Purchaser acknowledges that there may be no public market for the Shares and
that Purchaser is able (i) to bear the economic risk of this investment, (ii) to
hold the Shares indefinitely, and (iii) presently to afford a complete loss of
this investment. Purchaser has adequate means of providing for its current needs
and contingencies, and has no need for liquidity in this investment.
(d) Purchaser, or Purchaser together with its purchaser representative,
if any, have such knowledge and experience in financial and business matters
that it and such representative are capable of evaluating the merits and risks
of an investment in the Shares and of making an informed investment decision.
(e) The Shares are being acquired by Purchaser in good faith solely for
its own personal account, for investment purposes only, and are not being
purchased for resale, resyndication, distribution, subdivision or
fractionalization thereof; Purchaser has no contract, arrangement with any
person or present intention to sell, transfer or pledge to any person the Shares
or any part thereof, any interest therein or any rights thereto.
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(f) No distributor will participate in the offer, sale or distribution
of the Shares. For purposes of this section, "distributor" means any
underwriter, dealer, or other person who participates, pursuant to a contractual
arrangement, in the distribution of the securities of which the Shares are a
part.
(g) Purchaser is not an underwriter of, or dealer in, the Shares.
Purchaser is not participating, nor has Purchaser participated at any time,
pursuant to a contractual agreement, in the distribution of the Shares.
(h) Purchaser agrees that it will not sell or offer to sell or transfer
the Shares or any part thereof or interest therein without registration under
the Act and applicable state securities laws or an exemption from such
registration or pursuant to Rule 144 or Rule 144A. Purchaser understands and
acknowledges that the Shares purchased hereunder will bear a legend
substantially in the following form:
THIS SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY OTHER STATE AND
WERE SOLD PURSUANT TO EXEMPTIONS FROM REGISTRATION UNDER THAT ACT AND
SUCH STATE LAWS. THESE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES
UNDER THAT ACT AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR PURSUANT TO
RULE 144 OR 144A UNDER SUCH ACT, OR AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.
ARTICLE IV
INDEMNIFICATION
4.1 Obligation of Seller to Indemnify. Seller hereby indemnifies,
defends and holds harmless Purchaser and its officers, directors, affiliates,
agents and employees, from and against any losses, liabilities, damages,
deficiencies, costs or expenses (including interest, penalties and reasonable
attorneys' fees and disbursements) (a "Loss") based upon, arising out of or
otherwise due to any inaccuracy in or any breach of any representation,
warranty, covenant or agreement of Seller contained in this Agreement or in any
document or other writing delivered pursuant to this Agreement.
4.2 Obligation of Purchaser to Indemnify. Purchaser hereby indemnifies,
defends and holds harmless Seller and its officers, directors, affiliates,
agents and employees, from and against any Loss, based upon, arising out of or
otherwise due to any inaccuracy in or any breach of any representation,
warranty, covenant or agreement of Purchaser contained in this Agreement or in
any document or other writing delivered pursuant to this Agreement.
ARTICLE V
MISCELLANEOUS
5.1 Notices. All notices, requests and other communications hereunder
must be in writing and
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will be deemed to have been duly given only if delivered personally or by
facsimile transmission or mailed (first class postage prepaid) to the parties at
the following addresses or facsimile numbers:
If to Purchaser, to: Anka Capital Limited
Xxxx 0000, 00/X.,
Xxxx Xxxxx, Xxxx Tak Centre,
000 Xxxxxxxxx Xxxx X.,
Xxxx Xxxx
Facsimile No.: (000) 0000 0000
Attn: Tam Xxxxx Xx
If to Seller, to: E-link Investment Limited
Xxxx 0000-0, 23/F., SUP Tower,
00-00 Xxxx'x Xxxx,
Xxxxx Xxxxx,
Xxxx Xxxx
Facsimile No.: (000) 0000 0000
Attn: Xxxxxx Xx Xxxx
All such notices, requests and other communications will (a) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (b) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt, and (c) if delivered by
mail in the manner described above to the address as provided in this Section,
be deemed given upon receipt (in each case regardless of whether such notice is
received by any other person to whom a copy of such notice, request or other
communication is to be delivered pursuant to this Section). Any party from time
to time may change its address, facsimile number or other information for the
purpose of notices to that party by giving notice specifying such change to the
other party hereto.
5.2 Entire Agreement. This Agreement supersedes all prior discussions
and agreements between the parties with respect to the subject matter hereof,
and contains the sole and entire agreement between the parties hereto with
respect to the subject matter hereof.
5.3 Expenses. Except as otherwise expressly provided in this Agreement,
whether or not the transactions contemplated hereby are consummated, each party
will pay its own costs and expenses incurred in connection with the negotiation,
execution and closing of this Agreement and the transactions contemplated
hereby, including any transfer taxes and agent's fees in connection with the
performance of this Agreement.
5.4 Further Assurances. Subject to the terms and conditions of this
Agreement, at any time or from time to time after the Closing, each of the
parties hereto shall execute and deliver such other documents and instruments,
provide such materials and information and take such other actions as may
reasonably be necessary, proper or advisable, to the extent permitted by
applicable laws, statutes, rule and regulations, to fulfill its obligations
under this Agreement.
5.5 Waiver. Any term or condition of this Agreement may be waived at
any time by the party that is entitled to the benefit thereof, but no such
waiver shall be effective unless set forth in a written
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instrument duly executed by or on behalf of the party waiving such term or
condition. No waiver by any party of any term or condition of this Agreement, in
any one or more instances, shall be deemed to be or construed as a waiver of the
same or any other term or condition of this Agreement on any future occasion.
All remedies, either under this Agreement or by law or otherwise afforded, will
be cumulative and not alternative.
5.6 Amendment. This Agreement may be amended, supplemented or modified
only by a written instrument duly executed by or on behalf of each party hereto.
5.7 No Third Party Beneficiary. The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto and their
respective successors or permitted assigns, and it is not the intention of the
parties to confer third-party beneficiary rights upon any other person.
5.8 No Assignment; Binding Effect. Neither this Agreement nor any
right, interest or obligation hereunder may be assigned by any party hereto
without the prior written consent of the other party hereto and any attempt to
do so will be void, except (a) for assignments and transfers by operation of law
and (b) that Purchaser may assign any or all of its rights, interests and
obligations hereunder to a wholly- owned subsidiary, provided that any such
subsidiary agrees in writing to be bound by all of the terms, conditions and
provisions contained herein, but no such assignment referred to in clause (b)
shall relieve Purchaser of its obligations hereunder. Subject to the preceding
sentence, this Agreement is binding upon, inures to the benefit of and is
enforceable by the parties hereto and their respective successors and assigns.
5.9 Headings. The headings used in this Agreement have been inserted
for convenience of reference only and do not define or limit the provisions
hereof.
5.10 Invalid Provisions. If any provision of this Agreement is held to
be illegal, invalid or unenforceable under any present or future law, statute,
rule or regulation, and if the rights or obligations of any party hereto under
this Agreement will not be materially and adversely affected thereby, (a) such
provision will be fully severable, (b) this Agreement will be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part hereof, the remaining provisions of this Agreement will remain
in full force and effect and will not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom and (d) in lieu of such
illegal, invalid or unenforceable provision, there will be added automatically
as a part of this Agreement a legal, valid and enforceable provision as similar
in terms to such illegal, invalid or unenforceable provision as may be possible.
5.11 Governing Law. This Agreement shall be governed by and construed
in accordance with the Laws of the State of Nevada applicable to an agreement
executed and performed in such State without giving effect to the conflicts of
laws principles thereof.
5.12 Counterparts. This Agreement may be executed in any number of
identical counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
5.13 Survival of Representations and Warranties. The representations
and warranties of the
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parties shall survive closing of the transactions contemplated by this Agreement
to the full extent of the statute of limitations applicable to actions brought
hereunder.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized officer of each party hereto as of the date first above
written.
"Purchaser"
ANKA CAPITAL LIMITED
By:/s/ Tam Xxxxx Xx
------------------------
Tam Xxxxx Xx
Director and Authorized Signatory
"Seller"
E-LINK INVESTMENT LIMITED
By:/s/ Xxxxxx Xx Xxxx
---------------------------------
Xxxxxx Xx Xxxx
Director and Authorized Signatory
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